Exposure Therapy
by lilbluedancer
Summary: Oliver comes up with a creative solution to help Felicity with a problem. Falling in love with her wasn't part of the plan.
1. Chapter 1

**A/N: This isn't really AU but takes place early season 3-ish outside of the whole League plot craziness. This will eventually get pretty smutty, guys. I don't own Arrow or its characters. Please leave a review :)**

"This is a bad idea," Oliver says, leaning up against the side of the luxury condo building.

"This was your idea," Felicity says, exasperated, tugging down the hem of a black dress.

"You look slutty," he says, frowning.

The dress dips low in the front, revealing the generous swell of her breasts, has seemingly _no_ back _whatsoever_ , and barely covers the curve of her ass. It's an old dress of Thea's, donated to Felicity for the night. It's too small, and not in a good way.

"That's the point," Felicity says, rolling her eyes.

"Go over it one more time for me," he says, even though she knows it backwards and forwards, because call it intuition, or his tendency towards paranoia, but he has a bad feeling about tonight.

Felicity sighs impatiently. "I go to Walker's apartment on the fourth floor. I make the rounds, mingle, wait for him to notice me, which he will, because, _hello_."

She gestures to the dress. "I get my flirt on, ask for a tour, stick the bug under Walker's desk, and get the hell out of there."

"Okay," Oliver sighs, rolling his shoulders, trying to shake off the tension.

"Hey." Felicity touches his wrist, and it burns right through the leather. "I'll be fine. This is like, the easiest thing I've ever done for you."

He nods stiffly. "You know what to do if something goes wrong?"

She pushes her blond hair, blown out straight for the party, behind her ear and taps her com twice. There's a reassuring double thump in his ear.

"I should go," she says. "It's almost eleven. Party'll be in full swing."

"Felicity-"

"I'll see you soon, Oliver." She walks away, her legs looking miles long in five-inch heels, and enters the frosted glass doors of the building.

Oliver climbs up the fire escape until he's four stories up. He's waiting for her here while she plants the bug. He's next to a window of an empty apartment adjacent to Walker's. If she gets into trouble he can break in to get her out.

For the next fifteen minutes he listens to the sounds of a cocktail party. Glasses clinking, snippets of conversation as Felicity moves through the room.

"They have a really nice champagne out," she whispers. "Can I?"

"Not on a mission," he says gently.

"Oliver," she hisses. "Do you know how awkward it is to be sober at a cocktail party?"

He chuckles. "I'll buy you a drink when we're done."

"It better be something expensive," she says, and he laughs quietly.

"Whatever you want," he tells her, and then shuts up when he hears a masculine voice speak up.

"I don't believe we've met."

"Amanda," Felicity says.

"Congressman Walker."

"Wow," she says, all breathless naïveté. "I've never met a congressman before."

The man laughs, and Oliver clenches his gloved hands into fists.

"Well it's my honor to be your first," Walker says, and Felicity lets out a tinny little laugh.

"You need champagne," Walker says, and Oliver hears the delicate clink of crystal on a tray.

"Thank you," Felicity says sweetly. "Wow, that's _so_ good."

"Felicity," he hisses, and is rewarded with an annoying pop in his ear when she taps the com too hard.

Two taps, trouble. One tap, everything is going according to plan.

"Your place is _so cool_ ," Felicity says, sounding for all the world like a vapid sorority girl. "It's _huge_."

"Would you like a tour?" Walker offers. "I have some lovely antiques in the den."

"Sure," Felicity giggles.

Oliver listens as they tour the den, the kitchen, the dining room, the conservatory.

"What about the office?" Felicity asks brightly.

Walker chuckles. "Nothing interesting in there, I suppose."

Oliver imagines the look she must be giving him, that pout. Batting her eyelashes at him, bending him to her will.

"I like books," she says, and Walker laughs.

"Beautiful _and_ brainy. My kind of girl," he says. "Alright then, come on."

There's a faint _smack_ , and Felicity lets out a little squeal that sounds more like surprise than delight. Something in Oliver's chest tightens.

He takes a deep breath and closes his eyes, listening to Felicity's voice in his ear appraising the books in the office.

"I like your chair," she says, and Oliver snorts.

"Really?" he whispers. "You couldn't come up with a better excuse to get close to the desk?"

There's a soft cluck of her tongue, and then she says, "Nothing like a really good chair, you know?"

It's weak but the congressman doesn't seem to notice, no doubt enchanted by her cleavage and silly little giggle.

"You should really try sitting on the desk," Walker says. "Oak. Sturdy stuff."

"Oh, I couldn't. That's where you do all your important work, right?"

"That's right," Walker says, and Oliver flinches as his voice takes on a predatory tone.

"You're powerful, aren't you?" Felicity says slowly, feeding his ego.

"Darling," Walker says, "you can't even imagine."

"Must be nice," she says softly, and Oliver notes the slight tremor in her voice.

"Okay?" he asks softly, but she doesn't respond.

"It's intoxicating," Walker says. "You should try it."

"Oh, I-"

Her com goes out.

There's no crackle, no slow fade out. She's just gone.

"Felicity?" he shouts into the com. "Felicity!"

There's nothing. He checks his watch and starts to time her.

One minute. He'll give her one minute to get out of there, fix the com, _whatever_ , before he breaks the window.

"Come on," he mutters, staring at his watch. "Come on, come on."

 _One minute_.

Nothing happens.

He freezes for ten seconds before deciding to give her one more minute, because Felicity was very _annoyingly_ insistent on no heroics tonight.

"He's a congressman, Oliver," she had said. "What's he going to do, murder me in the middle of a cocktail party with thirty people in the next room?"

"I'm still bringing my bow," he had said, obstinate.

"He's a politician. If he catches me I can always get out of it by offering him a blowjob."

He had stared at her in horror. "Felicity, you are not giving Walker a blowjob!" he had yelled.

"Whoa, Oliver," she had said, stepping back from him, "I was _joking_."

 _Two minutes_.

If he were a different kind of man he would be praying right now. But Oliver believes in doing, and he pulls an exploding arrow out of his bow.

 _Two minutes and fifteen seconds_.

He readies his bow.

 _Two minutes and twenty-two seconds_.

He takes a few deep breaths and aims for the center of the window.

 _Two minutes and thirty seconds_.

"Oliver?"

He gasps, almost dropping the bow in shock when he hears her voice, crystal clear, in his ear.

"Felicity!"

"It's done. I'm getting in the elevator."

"What the hell happened in there?"

"I'll be in the lobby in a second, just hang on."

He swings down the fire escape and meets her around the side of the building from the front entrance where he left her.

The first thing he says to her, kind of loudly, is "What happened?"

She starts walking in the direction of the car. "I put the bug under the desk."

Her voice is shaking.

"No, Felicity, _what happened_?"

"With what?"

"The coms!" he yells.

She gives him a blank stare. "What about the coms?"

Is she serious? "You went out for two and half minutes."

"Oh," she says awkwardly, suddenly looking a little shifty. "Really?"

"You didn't _notice_?"

"That's weird," she comments.

He grabs her wrist. "That's what you have to say? It's _weird_? You scared the shit out of me. I thought you were in _trouble_."

"I'm sorry," she says, but she doesn't look at him.

"Felicity, are you okay?"

"I'm fine, Oliver."

"I'm sorry I yelled at you," he apologizes. "I was worried."

She sighs and then suddenly she's hugging him, her arms wound tightly around his neck.

"It's okay," she whispers. "I'm sorry I scared you."

He puts a hand around her back and _thank god_ he is in his Arrow suit and not touching all of that exposed skin, or it would be over for him.

"You still want to get that drink?" he asks softly.

"Um..." Felicity shrugs out of the hug as quickly as she started it. "Maybe another time."

xxx

Felicity starts acting strange. Its subtle, little differences he wouldn't notice if he didn't know her so well, wasn't so attuned to her.

She's jumpy, startling easily when he touches her. She seems distracted, zoning out it the middle of conversations. He thinks at first he's the only one who notices. He assumes maybe she's tired, maybe she's burned out.

But he can't shake the feeling it has to do with Walker.

Oliver tries (and fails, spectacularly) to not worry about it - she should tell him if something was wrong, wouldn't she?

But one night in the foundry, when everyone else has left but him and Roy, the kid lingers at the base of the stairs and says, "Hey, what's up with Felicity?"

Oliver stiffens. "What do you mean?"

He sounds more aggressive than he means to, and Roy shrinks a little. "Nothing man. It's just, Thea said something to me."

"Thea?" What would Thea have to do with this?

Roy shifts his weight, looking uncomfortable. "I guess she saw Felicity in Verdant the other night."

"So? We come through Verdant all the time."

"No, she wasn't passing through, she was drinking. Like, a _lot_. Thea said she started crying and made a total scene."

"That doesn't sound like Felicity."

"Don't tell her, okay? Thea said she was really embarrassed."

"I won't."

"Okay. Um...can I go home now?"

"Yeah," Oliver sighs. "Thanks."

He knew something was wrong. He _knew_ it. Oliver clenches his hand and resists the urge to kick the table.

He doesn't know what bothers him more: that something's wrong with Felicity, or that she didn't tell him.

xxx

Oliver catches her at Verdant the next day. It's the middle of the afternoon and he's meeting Diggle and Roy to train in the foundry.

The last thing he expects to see is Felicity, in a pretty pink dress, perched on a stool by the bar crying into her phone.

Her back is to him and he pauses, hiding around a corner. He knows he shouldn't be eavesdropping, but he can't help it. He has to know what's wrong, and he's not above spying on her to find out.

"It was so bad, Caitlyn," she's saying, sounding despondent. "No, I just left...what was I supposed to say?"

There's a long pause, and then Felicity wails, "I can't do that...you _know_ why!"

There's a torturous few seconds while Felicity cries softly, listening to whatever Caitlyn says, and then Felicity sighs, "Okay, I'll think about it... _okay_...tell Barry and Cisco I said hi...yeah, I know. Talk to you later. Bye."

Felicity hangs on and places the phone down. He expects her to get up but she stays put, leaning down to rest her head on her folded arms.

Oliver approaches softly, crossing the club until he's standing behind her, and rests a hand on her shoulder.

Felicity jumps, one hand over her chest.

"God, you _scared_ me," she gasps.

"Sorry," he apologizes softly.

She looks sad and her eyes are red and puffy. It makes him irrationally angry. He wants to destroy whatever it is that's done this to her, made her look so small and defeated. Normally Felicity is so bright, his one shining light in the darkness. To see her like this is just wrong.

"What's the matter?" he asks gently.

"Nothing," Felicity mutters, shaking her head.

"You've been crying."

Felicity sighs. "You're annoying perceptive, you know that?"

"Felicity."

"Oliver."

He cups her shoulder, her smooth skin warm under his hand. "Tell me what's wrong."

She takes her glasses off to rub her eyes. "I can't."

He frowns. "Why not?"

"I just can't, okay?"

"Felicity, you're my friend. You can tell me anything."

She shakes her head. "Not this."

He slides his hand down her arm, watching the way her eyes squeeze shut, like his touch hurts her.

"I'm worried about you," he says, slipping her fingers through his.

She lets out a shaky little laugh.

"What?" he asks, confused.

"No, it's just, I worry about you, like _all_ the time, so you know. Irony."

"Felicity, are you sure you don't want to talk?"

"Oliver, stop. Please," she whispers.

He could push her. He's a trained interrogator and she's his friend. He could get her talking in five minutes flat if he said the right things, applied pressure in just the right places.

But it's Felicity. He's never been able to treat her like that, like an object he can manipulate.

She's always been his weak spot.

So he hugs her, pulling her gently to his chest even as she stiffens in his arms. His hand finds her neck and he cups it, running his thumb along a tight muscle, teasing it until she relaxes.

Felicity sniffs delicately. "It's not that I don't want to tell you, it's just that...I can't."

She pulls back to look at him. "Does that make sense?"

"Yeah," he says tightly. "I understand. I just didn't think we kept secrets from each other."

He regrets saying it immediately, because something in her face pinches and she steps out of his arms.

"Have you told me everything that happened to you while you were on the island?" she snaps.

The question throws him off guard, mostly because they both know the answer.

"No," he says shortly.

"Because it's a secret?"

"It's not a secret, it's just...stuff I haven't told you yet."

He can barely look at her. The idea of looking Felicity in the eye and telling her all the things he's done, the people he's killed and how, makes his stomach cramp.

She would never look at him the same way if she knew.

"And why haven't you told me?" she demands.

"Because," he says, pulling at the collar of his shirt, hot and ashamed. "I just... _can't_."

Felicity hoists her bag on to her shoulder. "Do you get it now?" she huffs, and stomps out of Verdant. 


	2. Chapter 2

**A/N: I don't own Arrow or its characters. Please leave a review :)**

After he works off his aggression with Dig and Roy, after he's taken a long shower, after he's ready to admit defeat and finally go back to the loft, Felicity comes down to the foundry.

"Hey," she says quietly, lingering at the bottom of the stairs.

"Hey."

She bites her lip nervously.

"What's up, Felicity?"

She sighs. "I'm just...I wanted to say I was sorry."

He smiles gently. "You don't have to apologize to me."

She shakes her head. "No. I snapped at you, and you were just trying to help. I've been kind of...a little out of it lately."

He raises an eyebrow. "I've noticed."

She stands there, looking small and unsure, and he can't help but close the space between them, cup her elbow in his hand.

"Felicity, whatever's bothering you...is it bad?" Oliver asks quietly.

"Um." Felicity blinks rapidly, like she's trying not to cry. "I guess that's subjective."

"What does that mean?"

"I mean...compared to what you went through on the island, it's like, nothing."

"Hey." His hand slides up her arm. She's so small; he can almost wrap his whole hand around her. "Just because I've been through...what I went through...it doesn't make what you're going through insignificant."

"Thank you," she says, smiling sadly.

His fingers twitch on her arm, begging to cup her cheek, to convince her to give him all her pain so he can carry it for her.

"Actually," Felicity says, "I kind of need a favor."

"Really?"

"Yeah. There's this charity thing I have to go to for QC...I mean, I'm supposed to bring a date, it's that kind of event, and I was wondering if maybe...you'd come with me."

"As your date?"

"As my friend! I mean, technically you'd be my date, because you'd be my plus one, but as friends. Friends can go to black tie events with each other platonically can't they? And you happen to rock a tux."

"Felicity," he says, a smile creeping over his face, "I'd love to be your date."

"My friend date," she says quickly.

He shakes his head. "Whatever you want to call it."

She smiles and this time when he hugs her she doesn't stiffen up.

"I really am sorry," she says, resting her cheek on his shoulder.

"I know." He rests one hand on her back, fingering the soft fabric of her dress.

"Felicity?"

"Yes?"

He takes a deep breath. "I wasn't always on the island."

Felicity looks up at him and blinks. "Where were you?"

A muscle in his jaw twitches. "Lots of places."

Felicity bites her lip. "Oliver, why are you telling me this?"

"I wanted to try it."

"Try what?"

He gives her a shy smile. "To do something I thought I couldn't."

Felicity contemplates this. "So how did it feel?"

He gathers her ponytail around his hand, marveling at all that golden hair. "It felt really good."

"Yeah?"

If he rotated his wrist at just the right angle her head would be tilted back for a kiss.

"Felicity," he says softly.

"Hmm?" She looks nervous as hell, and not in a good way.

He releases her hair and she relaxes. "Sorry," he mutters.

Felicity plants a hand on his chest. "It's okay. What were you going to say?"

Oliver ducks his head, suddenly embarrassed for some reason, like he overstepped a boundary. "I was going to say, you should try it sometime."

xxx

The first half of the night is like a dream.

It's like going to sleep and dreaming of his old life, where he routinely donned a tuxedo and picked up a pretty girl for some event that they were probably only going to for the alcohol, anyway.

It's like touching something he thought was only a fantasy, some magical reprieve from his normal routine of cycling through guilt and loneliness.

Oliver picks Felicity up at her front door and when he sees her his brain almost short-circuits.

She's in a strapless blue number that fits like a glove. Her hair is pulled back in a complicated knot at the base of her neck, and she's sans glasses.

She looks incredible, and for a second all he can do is stare.

"Hi," she says shyly.

"You look gorgeous," he says softly.

Felicity flushes. "Thank you."

"Thanks for inviting me."

Felicity gives him a smile that makes his head spin. "Thanks for saying yes."

They sit at a table with mostly workers that Felicity knows from the IT department. Felicity is chatty, gossiping and making easy jokes while he leans back in his chair, his arm slung loosely around her shoulders.

He doesn't have to do anything expect sit there and watch her be brilliant, watch everyone at the table fall in love with her, and they do, because it's Felicity.

It's the most relaxed he's been in ages. It's so easy, just to sit here with a nice glass of whiskey in one hand and Felicity's fingers tracing idle patterns over the back of the other.

He tries to remind himself that it's not an actual date, because he cannot date someone like Felicity -an actual genius and totally, inexplicably sexy as hell- because she has the power to ruin him.

It only takes the brush of her finger over his wrist for him to know _that_.

They're halfway to the dance floor (only Felicity could talk him into dancing in fifteen seconds flat, just a flutter of her eyelashes and he was a goner) when she freezes and clutches his arm.

"Oliver!"

"What, what's wrong?"

She turns to him, a look of horror on her face. "Walker's here!"

Oliver instantly relaxes. "That makes sense. This is great PR for him."

"Oliver," Felicity says, starting to sound a little hysterical. "He's going to see us!"

"So?"

"So, I put a bug in his office!"

"He doesn't know that."

"Oh my god." Felicity bends at the waist, clutching his forearms. "He saw us. He's walking over here."

"Felicity." He shakes her gently. "Relax."

"I think I'm going to faint," she whispers.

"Don't faint."

"Oliver..."

"Congressman Walker!" he says brightly, smoothly turning away from Felicity to shake Walker's hand. "Oliver Queen."

"In the flesh, what a treat." Walker gives him a slick smile.

Felicity's fingernails dig into Oliver's arm and he notices Walker look her up and down, a look of recognition crossing his face.

"Mandy, right?"

"Amanda," Felicity says faintly.

"Lovely to see you again, sweetheart." Walker leans in and kisses Felicity on the cheek.

"I, um..." Felicity stumbles back into Oliver. "I need some air, please excuse me."

"Flighty one, isn't she," Walker comments lightly, staring rather obviously at Felicity's ass as she walks out of the ballroom of the hotel.

Oliver shrugs noncommittally.

"She's quite lovely, though." Walker continues. "Sharp mind."

"Hmm," Oliver says politely.

"And that body." Walker whistles. "I bet she's absolutely _divine_ in bed."

"Will you excuse me?" Oliver says tightly, and turns away before Walker can answer.

He finds Felicity in a little alcove off the lobby, doubled over against the wall.

"Felicity?"

"Oliver," she says shakily. "Oliver, I can't breathe."

He automatically puts one hand against her ribs. She's breathing but it's all wrong, too fast and shallow. He takes her pulse, frowns at how fast it is.

"Felicity, I need to you take a deep breath for me."

She shakes her head. "I can't breathe."

"Yes you can." He takes her hand and places it on his chest.

"Feel," he tells her, and takes a big breath. "Just like that."

She starts to shake, little gasping noises escaping her lips.

"Help me," she says, in a high, strangled voice, her eyes filling with tears. "I...can't _breathe_."

"Felicity, look at me," he says firmly, cupping her face in his hands. "You're having a panic attack."

"Are you sure? Because it feels like I'm dying."

"You're not dying. You're hyperventilating. Felicity, you need to slow down your breathing, okay?"

She lets out a broken sob, reaching out to clutch at his waist.

"Come on Felicity," he says, and leans down to rest his forehead on hers. "I've got you. You can do this. All you have to do is breathe."

She gasps sharply, sucking air into her lungs.

"Good girl," he says softly. "Again."

Oliver takes a deep inhale and nudges Felicity to mimic him. For a minute it's just the two of them, breathing in synchronicity, in and out, in and out.

Slowly Felicity's breathing levels out and she slumps against him. He strokes her hair and rubs her back, shivering at the feel of all that petal soft skin.

"You're okay," he murmurs. "You're okay."

"Oliver," she says thickly, her face firmly pressed into his chest, "I want to go home. Please take me home."

She looks up at him and gives him a look that _breaks_ him.

"Okay," he says, shrugging off his jacket and wrapping it around her shoulders. "Let's go."


	3. Chapter 3

**A/N: I don't own Arrow or its characters. Please leave a review :)**

Felicity is silent in the car. When they get into her apartment she storms into her room and comes back out with a bundle of clothes under one arm.

"What are you doing?" he asks stupidly, standing in the middle of the living room.

"I have to get out of this stupid thing," Felicity huffs, kicking at her dress.

She goes into the bathroom and slams the door shut.

Oliver wanders through her apartment and ends up in her bedroom. It's very...Felicity. Colorful. A turquoise accent wall, purple and white patterned comforter on the bed. Over her desk hangs a large mirror with pictures wedged under the frame.

Curious, he steps closer to take a look. There are a few pictures of Felicity with her mother, one of them posed outside of a dusty bungalow, another at what he assumes is her college graduation. Felicity looks exhausted and overwhelmed, her mother beaming.

There's a postcard of Las Vegas, promising sunshine and fun forever. A picture of Felicity with black hair, surrounded by a few other girls, all dressed in the same tee shirt with an MIT logo.

When Felicity comes back he's sitting patiently on her bed, tie and shoes off.

Felicity's hair has been liberated from its knot and floats around her shoulders like a halo. He can tell she's braless by the way her breast swell under her thin cotton t-shirt, and his cock twitches in his pants.

"What are you doing?" Felicity demands, crossing her arms in front of her.

"Waiting for you to tell me what's wrong."

"Nothing's wrong."

"Felicity. Don't _lie_ to me."

"I'm fine, Oliver," she snaps.

"You just had a panic attack, you're not fine! I'm not leaving until you tell me what's going on with you!"

"Fine!" Felicity stomps out of the room.

"Where are you going?" he yells.

"One second!"

She comes back a minute later with a bottle of wine and a glass. Felicity pours herself a large serving and downs half the glass in a few gulps.

"Okay," she says, setting the glass down on her nightstand. "You can't freak out, alright?"

"Felicity-"

"Promise me."

"Fine, okay, I won't freak out."

Felicity paces in front of him, wringing her hands.

"Felicity?" he asks quietly.

"Yeah?"

"What happened with Walker?"

A shadow crosses her face. "Nothing."

"Fe-li-ci-ty-"

"I swear, nothing happened!"

"Did he hurt you?"

"No! Of course not! He just like, touched me, a little."

"He _what_?" Oliver roars.

"God! Not like that! Just, you know, flirty touching. And he...said a few things. That's all."

He stares at her, the pieces all coming together at once. "You turned off the com."

Felicity raises her chin at him.

"Are you crazy?" Oliver yells. "What the hell were you thinking?"

"I was thinking that if you heard the rather _perverse_ shit coming out of his mouth you'd get all growly and possessive, and I didn't need you to swoop in and rescue me!"

"That was not your call to make!"

"The hell it wasn't!"

He leaps to his feet and gets halfway out of her room before he hears Felicity yell at him.

"Oliver, where are you going?"

"I'm going to talk to Walker," he growls.

"No, Oliver." Felicity pulls on his arm. "Please, don't. I'm okay."

"You're not okay!"

"Excuse me?"

"You're acting weird! You're jumpy, and you won't let me touch you anymore, and you're crying on the phone-"

"Oliver," Felicity say icily, "were you listening to my conversation with Caitlin?"

"Maybe," he says sullenly. "Just a little. I didn't understand any of it, anyway."

Felicity sighs. "Of course you did."

"Felicity." He risks taking a step closer to her. "I'm right here. You can talk to me, about anything, and I'll listen."

She eyes him like she can't make up her mind. "You won't get all scary and leave?"

"No."

Felicity takes another gulp of wine. "It's really stupid."

"Nothing you say could ever be stupid to me."

"It's just that...god, between the Count, and Slade, and fucking _Cooper_ , you'd think I'd be used to this shit. I was always fine after, I mean, not _fine_ , but you know, a functioning human being. I don't understand why this thing with Walker is affecting me like this."

All his fault. This is all his fault. This is what knowing him has done to her.

"Felicity," he says softly. "How is it affecting you?"

"Um..." Felicity shifts her feet, looking away. "I'm not sleeping so great. And every time someone touches me my first thought is, what if they're going to kill me? I don't think that's a normal reaction."

Felicity's voice breaks and he steps close to her, cups her cheek in his hand. To his surprise Felicity nuzzles into his palm, her eyes falling shut.

"I don't want to be afraid all the time," Felicity whispers.

"Felicity?"

"Yeah?"

"What can I do?"

Felicity bites her lip, suddenly looking nervous.

"Hey," he says quietly, and she blinks up at him. "I would anything for you. _Anything_ , Felicity."

"Um...do you think maybe..."

"What? Tell me and I'll do it."

"Do you think...you could maybe...hold me for a little bit?"

Felicity looks away after she says it and it fills him with self-loathing, the idea that she thinks that he'll reject her.

"Hey," he says firmly. "Look at me."

Felicity shivers and slowly pulls her gaze back to him.

"Come here," he whispers.

Oliver crawls back on her bed and leans against the tufted headboard, pulling Felicity next to him. He opens his arms and she falls into him, gripping his shoulders and tucking her head under his chin.

She doesn't cry. She just makes these little gasping noises, all her muscles tense and shaking, like there's a storm inside her she's trying to contain.

He holds her securely to his chest, wondering how long it's been since he held a woman other than Thea.

"I'm sorry," he says softly. "I'm sorry I didn't put it together."

Felicity burrows her head in his chest. "I didn't want you to know."

He pulls her up to look at her. "Because you thought I'd feel guilty."

Felicity flinches. "It seemed like a distinct possibility, _yes_. Can you really blame me?"

A muscle in his jaw twitches. "Maybe I should feel guilty."

"Oh, Oliver." Felicity wraps her arms around his neck and kisses his cheek. "It's not your fault, okay?"

"Felicity-"

"No. I chose this. I chose this life with you, and I don't regret it. It's my choice, got it?"

"Okay," he says, even though it's not.

For awhile they stay like that, Felicity in his lap, her little body nestled in his arms.

"Felicity?"

"Hmm?"

"What were you and Caitlin fighting about, anyway?"

"We weren't fighting."

"It sounded like you were fighting."

Felicity sighs. "She wanted me to talk to you about something, and I didn't want to."

"Walker."

Felicity pauses. "Not exactly."

"Felicity."

She groans. "Oliver."

"Come on. If Caitlin said you should tell me..."

Felicity glares at him. "Are you using Caitlin's wisdom against me right now?"

"Yes."

"Ugh, fine, I went on a date, okay?"

"So? That's the thing, you went on a date?"

"No. I went on a date and..." Felicity trails off, looking nervous.

"And...?"

"And we went on the date, and he asked me to go home with him, and I said yes. I don't do that very often, well, I don't even _date_ very often, because when the hell am I even going to meet someone? I have literally no time to date, anyway."

"That's what you want to ask me? You need more personal time?"

"No, of course not," Felicity scoffs. "I'm just explaining... I went home with him, because for once some decent guy asked me out, and when he asked me to go home with him, I said yes, because I haven't gotten laid in freaking forever...oh my god!" Felicity wails, obviously revealing more than she intended.

"Felicity," he says, "I'm not going to judge you for having casual sex. I'm like, the last person who would judge you for that."

She raises an eyebrow. "Oliver Queen, playboy extraordinaire?"

"In my previous incarnation, yes. So, you have causal sex..."

"That's the thing," Felicity says. "I didn't."

"Why not?"

Felicity bites her lip. "I can't tell you."

"Felicity."

"It's too embarrassing."

"Felicity, everyone has an embarrassing sex story."

"Oh right, like Oliver Queen, sex god, has an embarrassing sex story." 

"Sex god?"

"So I've heard." 

"Sophomore year, Tommy's birthday party. I threw up on Aimee Dunham mid-blow job."

Felicity's jaw drops. "You didn't."

"I'd had like, ten kamikazes."

"Tell me she stopped."

He grins bashfully. "No."

"Oh my god, that is disgusting!"

"We were fifteen. And wasted, obviously."

"That poor girl."

"Okay, I shared. Your turn."

Felicity groans and buries her face in his neck. "I went home with him. We had a few drinks. We kissed for a while. And then he started touching me. Like, _touching me_ , touching me."

"I'm familiar with the concept of manual stimulation, Felicity," he says dryly.

"Oliver," she whines.

"Fine. There was touching..."

"And then I...I don't know, I couldn't breathe, and it didn't feel good anymore, and I didn't know how to explain to this nice guy what was going on and I panicked. I just...I ran. And dodged his calls for a week."

"Felicity." He threads her hair through his fingers. "What happened?"

"I don't know! Everything was fine, and then I started thinking that what if it _wasn't_ fine, and he was a super evil bad guy who was trying to get me naked so he could cut out my kidneys to sell on the black market."

"There's a black market for organs?"

"There's a black market for everything."

Oliver sighs, one hand absentmindedly rubbing circles on her back. "I'm sorry your date sucked."

"Yeah," Felicity sniffs. "Me too. It totally sucked."

"Look at it this way, at least your next date can't possibly be as bad."

"What if there is no next date? Or when, eventually, I meet a decent guy, the same thing happens?"

"Felicity-"

"What if I never have sex again?" Felicity wails hysterically.

"Felicity, you're panicking."

"The first time I get the chance to have sex in two years it fell apart in five minutes, I think I've earned the right to panic!"

He stares at her. "You haven't had sex in two years?"

"Oliver!" she cries, dropping her head dramatically on his shoulder before sighing heavily. "I need help."

He gets an idea. It's terrible, will most likely end in screaming and heartbreak, but once it starts to develop Oliver can't shake it, until he's so far in it he has to say something, just to see if she'll say yes.

"Felicity," he says quietly. "What if I helped you?"

Felicity lifts her head off his shoulder. "What?"

"What if it was me touching you?"

Felicity's mouth opens and shuts wordlessly. "You...huh?"

"I can help you," he says, suddenly desperate to convince her, to fix this for her. "Let me touch you. You're not afraid of me, right?"

Felicity shakes her head numbly. "You want to do... _that_ to me?"

"I just thought...it sounds like a mental block. Maybe if you're with me you won't be afraid and you can work through it. With me."

Felicity's nose wrinkles. "Like exposure therapy?"

"What's that?"

"It's for phobias. You expose someone to the thing they're afraid of repeatedly with increasing frequency or stimulation-"

"Stimulation?" he raises an eyebrow at her and Felicity flushes.

"The idea is, you keep exposing them to the fear until they no longer feel afraid."

"So...multiple exposure."

Felicity's blue eyes darken and she licks her lips. "Yeah...that...seems to work best."

"Felicity," he whispers, brushing a strand of hair off her cheek. "Let me. Please."

She blinks. "You want to fix me."

"I want to help you."

She frowns. "Why would you do this for me? Aside from the obvious guilt factor, of course."

He swallows, his throat suddenly dry. "Because I know what it's like not to feel safe in your own body, to perceive every touch as a threat. I don't want that for you."

"Oh," she whispers. She turns away, reaches for the half full wine glass and drains it in one gulp.

"Okay," she says suddenly, putting the glass back down. "Let's do this." 


	4. Chapter 4

**A/N: Hi guys! Sorry if any of you had an issue with Chapter 3- I accidentally uploaded a partial chapter and had to go back and delete/repost. If you didn't finish Chapter 3 you'll want to go back and do that before reading ahead. Enjoy the smut, you guys deserve it!**

 **I don't own Arrow or its characters.**

It's not until Felicity actually agrees to his proposal that it hits Oliver what's about to happen.

It's not like he's never thought about it, never stared at the curve of her ass or had a brief fantasy at the sight of Felicity's bright pink lips wrapped around a pen.

He's kept those thoughts tightly locked down, for the most part. He meant what he said, that he can't be with someone he could really care about.

At this point loving her seems equal to condemning her.

She's off limits.

Scratch that. She's _supposed_ to be off limits but his stupid brain keeps finding ways to get closer to her anyway.

Unfortunately for him his body hasn't gotten the message that she's _off the fucking menu_ , because lately he can't be around her without getting uncomfortably hard or awkward or extra-broody.

It makes no sense, the situations his body responds do. Sometimes it's not even sexual: she'll be updating the servers, still in her fancy dress and three inch heels from earlier in the day, babbling coding gibberish. Or playing a game on her tablet when they're waiting in line at Big Belly Burger, bottom lip held between her teeth.

Cut to Oliver, thinking about dead babies and baseball, anything to manage the situation happening in his pants.

Apparently his body has decided that it can't resist nerdy tech girls who are actually deceptively beautiful.

Because at first her beauty was an afterthought, something he only realized later, after he'd processed her other traits (chatty, adorable, able to see right through his lies and still help him, indicating both brains and loyalty, qualities he happens to hold in high esteem).

And then he remembered those blue eyes, bright lips, the way those glasses were _really_ working for her. Every time he sees her she's a little brighter, shines a little more.

He's gotten used to the other things. Her constant stream of chatter when she's anxious, being trumped by her superior intelligence on a near-daily basis (and not even minding, because on Felicity brilliance is _hot_ ).

But every time he sees her he is stunned anew at her beauty.

He's also fully aware that _really cares about_ doesn't even begin to cover how he feels about her now. After five years of hell and two more trying to claw his way out, she's the one bright spot in a life littered with horrors he could never explain to her.

So the idea of Felicity Smoak, braless under a soft tee just long enough to cover little black stretchy shorts, settled between his legs, her back to his chest, is more than a little overwhelming.

Felicity must be feeling it too, because she has her fingers curled around his kneecaps in a death grip.

"Um, Oliver?" Felicity questions. "What...what do we do now?"

Right. This was his idea. He's supposed to be the one in control here.

Like he's ever in control when Felicity's around.

"I guess this is the part where I touch you."

"Oh," she says faintly.

"Hey," he says, and Felicity cranes her head up to look at him.

Felicity, wide eyed and gentle, and he remembers how young she is, fresh and shiny and new.

Or maybe it's just that these days he feels more like an old man than a playboy billionaire.

He tucks a lock of hair behind her ear, feeling a wave of protectiveness, a special affection because she trusts him with this. With her. "You okay?"

"Yeah! Of course. Like I said, it's just been awhile, and it's _you_ , so..."

"So..."

Felicity flushes. "You make me nervous."

He knows she used to have a crush on him. It was kind of obvious, but sweet. It wasn't like he wasn't used to girls developing feelings for him. So maybe he took advantage at first, giving her a pretty smile to ogle when he came in asking for increasingly ridiculous favors.

Then she saved his life, and learned his secret. Things changed between them. They had to.

So the idea that even now, he has that effect on her, makes him a little curious.

Oliver drops his right hand down to her leg, repressing a shudder at the feel of her soft skin under his palm. "I make you nervous?"

He brushes his fingers around the inside of her thigh, feeling taut muscle tense under his fingertips.

"Have you _seen_ you?" Felicity says. "My nerves are completely justified."

"You see me all the time."

"I know, you'd think I'd be desensitized to you by now."

"I hope not," he says, low in her ear, and grins in satisfaction when her thigh twitches under his touch. "Otherwise this would be pointless."

"This is definitely not pointless," she breathes. "Right? I'm sure there was a point."

"I'm helping you get over your phobia."

"Oh, right. That."

"You're doing great so far. I can't even tell that you're secretly terrified."

"Oliver," she says breathily.

"Hmm?"

Felicity sighs and tips her head back on his shoulder. "I'm a little drunk, I think."

"Me too," he realizes, counting up all the whiskey he drank earlier.

"Feels good," she murmurs, brushing the back of his hand on her leg.

"Good," he says softly, because that's the point.

She's encountered so much darkness since she met him, so much fear and ugliness. He wants to do this, make her feel good, even if it's just for a little bit.

He needs to do this.

Oliver takes his time, no rush, one hand running up and down her leg, until she finally relaxes in his arms, her legs splaying out so her knees push into his thighs.

He rests his left hand on her stomach, feeling muscles jump under soft flesh. Felicity's body is perfect. Toned but not too hard, soft pliable limbs and full breasts swaying when she breathes.

He slides the hand on her leg higher, up to the junction of her hip. Felicity lets out a soft whimper, and he spreads it wide so the heat from his palm sinks into her skin.

His thumb traces circles on her inner thigh, feeling her quiver at his touch. He drops it down between her legs, just for a second, before switching to her other thigh.

Felicity lets out a ragged breath.

"How we doing?" he asks softly.

"Uh-huh," she mumbles incoherently.

Oliver slides the hand on her stomach up to her ribs. How can someone be so small and yet so curvy all at once? He traces her curves, setting to memory the dip of her waist, the flare of her hip.

"Not worrying about me chopping you up for parts?" he jokes.

Felicity shakes her head, tickling his cheek with her hair. "Nu-uh."

"That's my girl."

She lets out a breathy little sigh. "I love it when you call me that."

"Yeah?"

"It makes...me feel special."

Felicity's eyes are half shut and her cheeks are pink. She looks like a dream, something soft and warm that he wants to sink into, wrap his whole body around.

"You are special," he says, ghosting his lips over her neck. "You know that."

She shakes her head slightly. "Special to you."

"Felicity," he whispers, because of course she's special to him, even if he doesn't say it. Can't say it.

"Not...that I'm yours, obviously," Felicity says. "Not like I want you to own me or anything."

A perverse image flashes in his brain, Felicity, tied up, on her hands and knees, ready and waiting for him.

Focus. This isn't about him, and what a sick motherfucker he probably is for thinking about her like that. This is about her. Making her feel safe again.

This is about not being selfish. He can never be selfish with her. He doesn't know why. He just can't.

Not with Felicity.

"It's just nice to know you care," Felicity murmurs.

Something strains inside him. Of course he cares. He just can't show her that he cares, or tell her that he cares. Not the way she wants or deserves. But still, it cuts him, that she thinks they aren't together because he doesn't _want_ her.

"Felicity," he struggles. "I don't... _not_ care about you."

She blinks up at him. "Is that the best you can do?"

The truth is when it comes to his feelings, that is the best he can do right now. But he doesn't want to tell her that, because he has a feeling if he does she'll eighty-six this arrangement.

So he cheats. He slides his hand up and cups one breast, sighing contentedly at the warm weight of her in his palm.

Felicity gasps. "Okay, you've made your point, Oliver."

"I'm not nearly done making my point."

He finds her nipple and rolls it between his fingers. Felicity suddenly clamps her thighs together, his right hand wedged between them. He cups her carefully, listening to the little gasping moans she starts making.

When she starts subconsciously rocking her hips, a subtle push and pull under his hand, he brings it up to the hem of her little boy shorts.

"Still doing okay?" he asks, fingers toying with the thin black fabric.

"Yeah," Felicity says, in a high breathy voice he doesn't recognize.

"You sure you want this?" he asks, giving her an out.

"I'm in if you're in." Felicity turns to give him a look. "And honestly Oliver, stopping right now would be cruel."

"Well then," he says, and slides his hand under the fabric of her shorts.

He's met with bare skin, velvety folds he's only dreamt of (not that he'd admit it, to anyone), and he parts her carefully only to find that she's already _drenched_.

Jesus Christ.

" _Felicity_."

"I told you it had been awhile," she pants.

"You weren't kidding," he mutters, trying to focus beyond the slick feel of her on his fingers, tamping down on the urge to do a hell of a lot more than just _touch_ her.

"Don't make fun, Oliver."

He slides his fingers up until he finds that hard little bud of nerves. "Wouldn't dream of it."

He taps his index finger and Felicity gasps, hips jerking.

"You like that?" he murmurs, and she makes a very satisfying choking noise.

"Do that again," she whispers. "Please."

He does, happily, and Felicity groans. He finds a rhythm, long slow strokes sliding up to her clit over and over, until she relaxes a little more, surrenders to his hand on her, soft little sighs and breathy moans slipping from her lips.

"Do you want more?" he asks, when he can tell her arousal level is amped up but not enough to come. And god, does he want to see her come, watch her succumb to that kind of pleasure with his name on her tongue.

"Uh...um...huh?" she gasps, her hand clamping down on his wrist.

Oliver walks his fingers down to her entrance to show her.

"Can I?" he asks softly.

" _Oh_ ," she says loudly, and tilts her hips up, granting him permission.

He starts with one finger and he's glad, because she's hot and wet and so fucking tight that he immediately starts thinking about what it would be like to fuck her, to sink into that tight heat to feel her squeeze all around him.

Focus.

He plants the palm of his hand low on her belly, thumb firmly on her clit, finger curling inside her.

" _Ohhhh_ ," Felicity moans.

He can feel himself get hard behind her but she either doesn't notice or doesn't mind, because she just rolls her hips and moans again.

He falls into an easy rhythm, muscle memory taking over. Thumb going in lazy circles, the finger inside her stretching and exploring and stroking. He pushes down the impulse to add another, to fuck her ruthlessly with his hand.

Felicity is flushed, her breathing speeding up as her hand clenches his forearm. She doesn't look afraid or nervous, just beautifully aroused.

"Mmm," she sighs, rolling her hips. "You're... _wow_. Oliver."

"Right here, Felicity."

"Can I..." She swallows, her breath catching. "I need..."

He intuits what she wants, the way her hips push harder against him, and adds another finger. She hisses, nodding.

"Better?" he murmurs, pumping them in and out of her, thumb pressed against the base of her clit.

"Yeah," she gasps. "Oliver, _ohhhh_."

Her hands brace on his thighs, and he feels her tense, breath coming in sharp little pants.

"Oliver," she says frantically, twisting to look up at him. "I think... _oh god_...I feel like...I want to..."

"You coming is kind of the entire point, Felicity."

"I wasn't... _ah_! Sure if that was covered. In the terms of the agreement," she pants, her hips thrusting up to meet his hand.

"The terms insist upon it," Oliver grins.

"Thank god." Her head lolls back on his shoulder.

He speeds his fingers up, knowing that she's close. Felicity whimpers, and then her whole body goes tense, but not in a good way. Like she's trying to fight off something so much bigger than her, struggling for control over the flood of sensations he's creating in her body.

"Felicity," he says softly, his free hand finding hers, thumb soothing over her knuckles. "Relax. You're safe. You're with me."

"With you," she repeats, slurring the words a little.

"That's right. Let go," he encourages. "I've got you."

Felicity looks up with wide eyes, her pupils blown. Oliver knows he shouldn't but suddenly he can't stop himself, can't resist, and he bends down to kiss her, her lips warm and soft under his and it's so right, so perfect.

Felicity cries into his mouth and arches back, ass digging into his groin and it's all he can do not to come in his pants.

"Oliver!" She clenches around his fingers and he doesn't stop, but speeds up, thumb rubbing frantically.

He's swept away in her, and he feels his competitive side emerge, wanting not just to make her come but to do it better than anyone else, to give her something she can only get from him.

Felicity bucks.

Once. Twice. Three times.

He can hear her, high pitched _ah ah ah's_ in his ear, and then Felicity _shrieks_. Her body goes rigid, and he holds her tightly against his chest as she spasms around his fingers.

It hits him all at once, in a flood of understanding, here, in her room, with her writhing in his arms- when it comes to her he never had a chance.

Oliver works her down with his fingers, listening to her breathe as she levels out. It's all one big blur- the sound of her coming, the almost painful strain of his erection, the smell of her hair.

The way he feels inside, like he's lost, but in a good way. Like he's lost in Felicity, her soft skin and golden hair and the beautiful flush that's spread across her chest.

"What...the fuck, Oliver," Felicity murmurs, flopping back on his chest.

"What?"

Felicity starts to laugh, and it makes something in his chest warm.

"Not that I doubted your talent in this particular area, but that exceeded expectations."

"Happy to be of service," he says lightly.

Felicity yawns and snuggles against his side. "You're staying, right?"

He blinks at her. It's one thing to do...whatever the fuck it was the two of them just did, because it definitely was not just _hooking up_. But sleepovers are for couples.

He and Felicity can't be a couple.

"Oliver," she groans. "It's two in the morning, and you've been drinking all night. It's fine. Stay."

He finds himself sliding lower down on the bed, even though he shouldn't, even though he knows it's wrong.

"Relax," she says airily. "We don't have to cuddle. I'll pretend you're not even here."

He finds himself reaching for her anyway.

xxx

 **A/N What'd you guys think? Hot enough for you? Want more smut? Review and let me know! They feed the muse ;)**


	5. Chapter 5

**A/N: I don't own Arrow or its characters. Please leave a review, they feed the muse!**

The next night, in the foundry, Oliver comes up behind Felicity and cups her shoulder. She jumps, spinning around with a glare on her face.

"Dammit, Oliver, stop going all sneaky ninja on me!"

"Sneaky ninja?"

"You know, that thing you do where you walk without making any noise and scare the crap out of me?"

"I startled you," he assesses.

" _Yes_."

"Maybe I should come over tonight then."

Felicity blinks and levels him with a stare that goes straight to his groin. "Maybe you should."

He follows Felicity home on his Ducati and meets her at the front door of her building. She's quiet in the elevator, keys grasped tightly in her hand.

It occurs to him that maybe she thought last night was a one-off, that he wasn't really being serious about this whole plan of his. There was also the alcohol, and the way you can make plans in the middle of the night you won't even remember in the morning.

Except this morning he had awoken to Felicity curled up against him, one short leg draped over his thigh, a mess of pale hair peeking over the covers.

It had all flooded back to him in technicolor: Felicity, coming on his fingers, falling asleep with her in his arms. The steady beat of her heart lulling him under, and for once, no nightmares, no middle of the night dramatic gasp for air, Sara's name on his lips.

Just Felicity and her soft purple sheets, early morning light picking up the gold tones in her hair.

Felicity drops her keys in a little dish in the front hall of her apartment.

"Um..." she says, shifting back and forth. "What now?"

"Bedroom?" he suggests.

"Right. Of course." She shrugs off her jacket and hangs it up. "Sorry, I'm not really sure how I'm supposed to act. I feel like I just ordered a prostitute."

"Really, Felicity?" he says, raising an eyebrow.

She shrugs helplessly. "Well, you could definitely go pro."

He grins. "It's good to have career options."

"Oliver." Felicity bites her lip. "Are we really doing this?"

"We already did," he says, stepping closer to her. "You enjoyed it. A lot."

"Uh-huh," Felicity nods, looking a little glazed over. "I just...uh...ground rules!"

"Huh?"

"We need ground rules," she says.

"I hate rules," he mutters, pulling on her hand. "Why do we need rules? I think the arrangement is pretty clear."

"You kissed me!" she huffs, pulling her hand out of his grasp. "Not that I didn't like it, obviously, it's _you_ , and _kissing_ , and well, nothing to complain about there. But I don't want things to get confusing."

"Oh," he says, looking at the floor.

"Oliver," she says softly. "Whatever we have, between the two of us...I understand. At least, I understand why you think it can't be more than this."

"It can't, Felicity," he says softly. "It _can't_ be more than this."

"I know that," she says, annoyed. "That's why we need some rules. So things don't get confusing."

"Confusing?"

Felicity sighs. "You kissing me is confusing."

"Oh," he says, frowning. "No more kissing?"

"No more kissing."

"But..." He tries to think of an argument to this. "Can I kiss you in other places?"

Felicity blinks. "Other places?"

"Yeah," he says, reaching for her hand again.

This time she doesn't pull away.

"Like where?" she whispers.

He bends down and kisses her neck. "Here. Can I kiss you here?"

"Um," Felicity says breathily. "Yeah, okay."

He drops his lips to her collarbone. "Here?"

"Mmm," she sighs.

His hands go to the little buttons on the front of her navy silk blouse.

"Oliver," she whispers.

"Shh." He pops the buttons and opens her shirt, exposing the flat plane of her stomach and milky breasts pushed together by a pink lace bra.

Oliver drops to his knees. "What about here?"

He kisses her belly button, and then lower, right above the waistband of her skirt.

"Oh," Felicity says, low in her throat. "Yeah, that's definitely okay."

His hand slides up her leg under her skirt and she gasps. "Oliver!"

"Yes?"

She looks down at him, lips parted and cheeks starting to flush.

"Take me to bed."

xxx

Oliver's not sure exactly when it gets out of control, but he thinks it's somewhere between when he starts sleeping at Felicity's every night, and here, now.

Here being the coatroom at the Starling Diamond Hotel fingering Felicity behind some rich old lady's mink.

He doesn't know how he got here.

Well, he knows how he got _here_ , in the coatroom, with his hand up Felicity's dress (deep purple, cutouts at the waist, both elegant and painfully sexy).

There's a cocktail party for Q.C. angel investors in one of the smaller ballrooms of the hotel tonight, a party they're supposed to be attending.

Oliver endured half an hour of sheer torture at the feel of her bare waist because of those damn cutouts on her dress, before dragging her to the coat check and paying the girl behind the counter fifty bucks to take a break.

If he could go back in time and tell his teenage self that one day he'd go home with the same girl every night to make her come for the simple pleasure of _watching her come_ , and not get off, _at all_ , young Ollie Queen lose his mind.

And Oliver doesn't get off. Not with her.

For the first time in his life, it isn't about him. He thinks that's what growth is. Isn't it? Putting someone else's needs above your own?

Maybe it's just a subversive form of selfishness though, because he is getting addicted to the rush of pride he gets every time he makes Felicity come.

All he wants to do these days is make her come. It's getting kind of distracting.

And torturous, because he walks around all day thinking of her, turned on, with no release.

He has to resort to taking long cold showers while masturbating furiously to the mental picture of Felicity, in his arms, at the height of ecstasy.

It takes the edge off. A little.

"Oliver," Felicity moans, leaning back against the wall.

He hitches the skirt of her dress up around her hips and grabs underneath each thigh, hauling Felicity up. She gasps and wraps her legs around his waist.

"Nice move," she says, lips curling up in a smile.

He grins shamelessly.

"Don't look at me like that, Oliver."

"Like what?"

"All smug and...ugh, why is your stupid face so pretty?" she whines.

"You think I'm pretty?"

"Manly-pretty," she sighs, impatiently rolling her hips.

"Sorry, sorry," he murmurs, and puts his hand back between her legs.

Felicity sighs sharply and pushes against his hand. "Oliver..."

She reaches down and pulls her underwear to the side.

"Felicity," he grits out, and cups her with his hand.

"Please," she whines.

He finds her entrance and slips two fingers inside, placing his palm against her clit so she can grind against his hand.

" _Oh_ ," she says sharply, clutching at his shoulders.

"Always so wet," Oliver says absentmindedly, free arm going tight around her waist.

He can't get enough of it; how responsive she is to his touch, how _fucking wet_ she gets for him.

"I'm aware of that, Oliver," she says dryly.

"C'mon, don't be like that," he murmurs, scraping her earlobe with his teeth.

"Like what?" she pants.

"Like being attracted to me is a bad thing."

"It's a frustrating thing," she grumbles, rolling her hips.

"Felicity."

She stills, her legs clenching around her waist. "Yeah?"

He sighs, and flicks her clit, making her shudder. "The feeling is mutual. Trust me."

Her mouth falls open a little. Her lips are painted a bright orchid color tonight, to compliment her purple dress

"Really?" she pants.

"Absolutely."

She makes a little whine in the back of her throat and he speeds up his fingers.

"I didn't...know that," she grits out, pushing against his palm.

He smiles gently. "Have you seen you?"

A lazy smile flicks across her face, followed by a slight grimace as he twists his fingers. "You're stealing my line, Queen."

"It's a good line."

"'Cus I'm... _oh fuck_ ," she hisses.

"'Cus you're a genius," he says fondly, nipping at the skin under her jaw.

"Oh god," Felicity groans. "Say that again."

Oliver chuckles. "I should have known that would turn you on."

"Oliver," she cries, and drops her head to his chest.

"Come on," he urges. "Come on, Felicity."

" _Ohhh_ ," she starts to moan. "Oh, oh, fuck, Oliver!"

Her legs shake as she falls over the edge, slumping in his arms as she moans obscenely loud.

Oliver lets her down slowly, carefully pulling up her underwear and tugging down her dress.

"Hey," he says gently, smoothing her hair.

Felicity gives him a dazed look. "Hey."

"Okay?"

She blinks furiously and nods. "Mm-hm."

She looks adorably out of it, like she hasn't fully come back to her body yet.

"C'mere," he murmurs, and wraps his arms around her shoulders. She sighs, resting her cheek on his chest, little hands curling around his waist.

"Oliver," she whispers. "Do you think this is a bad idea? What we're doing?"

"Probably," he sighs, one hand cupping the back of her head.

Felicity stares up at him. "I don't want to stop."

He leans down and remembers at the last second -no kissing- so he drops his head to her neck and tilts his mouth to her ear.

"I don't want to either," he confesses.

Her fingers come up to card his hair. "So you think I'm attractive, huh?"

"Mm-hm." Felicity smells nice, sweet and girlie, and god, why does even her _smell_ turn him on so much?

What is this girl doing to him?

"We should probably go back to the party," she whispers.

He checks his watch. "We have at least five more minutes until that girl comes back."

Felicity licks her lips. "What are we going to do for five more minutes?"

He finds his hand already on her thigh, without knowing when he moved it there.

Fuck it. Everything's out of control anyway. Might as well go with it.

Oliver smiles wolfishly at her. "I have a few ideas."

xxx 


	6. Chapter 6

**A/N: I'm loving all the feedback, you guys are the best! Please remember to R &R ;)**

 **I don't own Arrow or it's characters**

The nightmare starts the way it always starts.

It's the last night on The Gambit. Sara, in her little flowered robe and black underwear jumping on the bed. Even in his dream it hurts to see her, alive, so young, all that energy and joy.

Her last smile before it all goes to hell.

Then lights going out, the horrible cracking sound and the rush of water. Sara screaming for him as the dark water pulls her under.

The dream warps. Sara's face morphs into Felicity's, and it's Felicity who's drowning in the North China Sea, Felicity who's reaching for him as the water sucks her down.

Oliver screams out in terror, throwing himself into the water, but the current is too strong. He stretches his arms out, trying to find her, his lungs burning.

He doesn't find her. Everything goes dark and he knows now, that he's going to die in the water with her. His mouth opens but instead of sucking in seawater his lungs fill with air.

Oliver gasps, eyes wide open in the dark.

"Oliver," he hears Felicity whisper. "Oliver, what's wrong?"

 _Felicity_.

He's in her room, in her bed, gasping lungfuls of air.

"Oliver?" He feels her fingers brush his shoulder, and he flinches.

"Just...give me a second." Oliver sits up, rests his head on his knees.

Sara's dead, but Felicity's alive, six inches away. The terror is still there, a residual imprint swirling around inside him.

 _Focus_.

"Did you have a nightmare?" she asks quietly.

He nods, clenching his hands in her pretty purple sheets.

"Do you want to talk about it?"

He doesn't. He can't look at her and explain, tell her he just saw her die.

Oliver's lost so many people, but the idea of Felicity, dead, because of him...

He shakes his head at her.

"Are you...can I touch you?" she asks hesitantly.

"I don't think that's a good idea," he bites out.

"Oliver..."

"Felicity, please."

He hears her push herself up on the bed to sit next to him.

"I want to be here for you," Felicity says quietly. "I don't understand why you won't let me."

He takes a big breath and lifts his head. "I just can't."

"Why not?"

"Because..." Oliver sighs and scrubs his face. "I have to keep things separate, okay? I can't talk about what happened there, _here_ , with you."

"I don't understand," she says sadly.

"Felicity, you're...you're funny and you're smart, and you care about people, _really_ care, and you're _good_. I can't...there are all these bad things that I've seen, that I've done..."

Felicity's hand hovers over his knee. "That's one hell of a pedestal you've got me on."

Oliver lets out a heavy breath and grips her hand in his. "I have to keep you, and it, all of it, separate. I can't..."

His eyes fall shut. "When I'm with you I don't want to talk about it. I want to shut it out so that it never touches you."

"Oliver, I'm a person. I'd understand. I'm not perfect, or undamaged. I'm not...some deity."

He bends down and rests his chin on their folded hands. "I fully disagree with that statement."

Felicity sighs. "I'm not better than you, you know."

He turns suddenly, making her gasp in surprise. "You're a million times better than I'll ever be."

She squeezes his hand and gives him a wise smile. "Then you must not see the man that I see."

"Who do you see?" he asks quietly, tracing the pattern of her comforter with a finger.

"Oliver, look at me." He feels her fingers on his jaw, guiding his face towards hers.

"What you went through while you were gone was _horrific_ , and it changed you. That's okay. Everything you've done...you did what you had to do to survive. That doesn't make you a bad person."

"You don't know what I've done."

"I don't have to know," she snaps. "I know you. I know who you are."

He rubs his eyes with the back of his hand, looking at this tiny girl possessing the wisdom of someone twice her age.

He tries to smile but it comes out like a grimace. "Who am I, Felicity?"

She leans forward and wraps her arms around her neck. "You're Oliver. You're strong, and every day you risk your life to help others, to make our city better."

" _Felicity_ ," he chokes out.

"You're good," she says softly, one hand carding through his short hair. "I know you're good."

His chest gets tight and he finds himself clutching her to him like a life raft, his face buried in his hair.

"Shh," she whispers. "It's okay. I understand."

"I'm sorry," he chokes out. He doesn't even know why he's apologizing.

"Come on," she whispers, guiding him back down on the bed. "It's okay."

She pushes him down on his back and lays her head on his chest. For while Oliver just holds her, aligning to the slow steady rhythm of her breath.

"If you ever change your mind about talking, you know I'd listen, right?"

His hand finds her hip, traces over the crest of the bone. "I know."

His hand wanders a bit and Felicity inhales sharply. "Oliver."

"What?" he asks innocently.

"You're trying to distract me."

"I'm trying to distract myself."

"Oh," she says faintly. "Helping me and ignoring your own problems? Classic Oliver move."

He cups her between her legs, feeling her heat through the thin fabric of her underwear, and Felicity gasps sharply.

" _Oliver_."

"You don't want me to?"

Felicity bites her bottom lip. "I didn't say that."

He shifts so they're facing each other on their sides. He rubs his fingers over her, listening for the catch in her breath.

Felicity blinks, and suddenly leans forward to kiss him, all soft lips and firm decisiveness.

"I thought no kissing?" he questions, nibbling at her bottom lip.

"Fuck it," Felicity mumbles, and kisses him again. "I changed my mind."

His hand slides back up to her hip and pulls her to his side, sliding a thigh between her legs. Felicity groans, pushing her hips into him. His hand slides around to her ass (firm, round, delicious) and cups it tightly.

Oliver coaxes her mouth open with his tongue, feeling her underwear grow damp as she rubs herself on him.

He growls, and ducks his head to suck on her throat, laving at a patch of pale skin with his tongue until Felicity mewls, writhing in his arms.

"Oliver," she cries. "Oliver, please."

"Oh, now you want me to touch you?" he teases.

"You're not funny," Felicity groans, and pulls his hand from her ass and places it between her legs.

He peels down her underwear and looks down as he spreads her open.

"Fuck," he mumbles, seeing her rosy and soft, so perfect his dick aches to be inside of her.

"What're you doing?" she whispers, looking down at where he's staring.

"Like the way my hands look on you," he slurs, like he's drunk, feeling heady at this- Felicity watching him touch her. Rough, sure fingers parting her like a flower.

He dips a finger in her and Felicity instantly moans, her head tipping back on the pillow.

"That feels good." She shifts so she's flat on the bed with her legs splayed open.

"I like making you feel good," he confesses, adding a second finger and pushing down on her clit with his thumb.

"Oh my _god_." Felicity's hips buck under him and he drops his head to her shoulder, kissing her soft skin.

He pushes everything else away- Sara, the boat, the water.

Oliver focuses on Felicity- how hot and wet she is, the way she moans his name, like she needs him.

She's starting to loosen up with him, getting more comfortable asking for what she wants, and showing him just how much she enjoys it. He makes a game out of it- how many sounds can he get her to make, how many ways can he discover to drive her crazy.

Felicity may hate mysteries, but she's a puzzle he never wants to solve, because then it would be over.

"Oliver," she gasps. "Oliver, look at me."

Felicity pulls his head off her shoulder. He looks down on her, flushed cheeks and lips parted, so beautiful it makes him ache.

She reaches up and cups his face. He tenses, feeling exposed under her intense stare, like no armor in the world can protect him from her.

"Poor Oliver," she says gently. "So serious."

"I'm concentrating here," he replies, and dips his head to close his mouth around her breast.

"Ughn." Felicity lets out a strangled noise and claws at his back. "Okay, concentrate away."

He swirls his tongue around her nipple as he swirls the fingers inside her and Felicity moans _ohhhh_. He repeats the move and she moans again, clenching down hard on his hand.

" _Oliver_ ," Felicity cries, rolling her hips frantically.

Something that drives him absolutely crazy in all the best ways- she always says his name right before she comes.

"Oh god," Felicity starts to babble. "Oh god, I'm gonna come, fuck, please, Oliver."

"Please what?" he teases, because he knows it turns her on, for him to play with her like this.

Never mind how much he's turned on (it's way too fucking much).

"Please," she sobs. " _Please,_ make me come."

"Okay, baby. I got you," he says tenderly.

He pinches her clit and curls his fingers, and Felicity's entire body shudders, her mouth open in a silent scream. Oliver rubs her once more, just to see her shake, eyes shut in pleasure, before pulling her shorts back up and resting his hand on her thigh.

"Oliver," Felicity gasps. "You...you..."

She sucks in a breath and sits up, pointing at him. "You called me baby," she says dramatically.

He wrinkles his forehead. "I did?"

"You don't _remember_?"

"I...maybe got caught up in the moment."

"You think?" Felicity says harshly. "Just because we're doing...whatever it is that we're doing, does not mean you get to call me things, let alone _baby_. Terms of endearment are off the table!"

"Did you like it?" Oliver asks quietly.

She flushes. "That's irrelevant."

"Felicity."

"You are my friend," she says firmly. "You're helping me, albeit in a totally unorthodox way, but still, boundaries, okay? _Boundaries_ , Oliver. Or this, whatever this is?" She gestures between the two of them. "It's over."

"I'm sorry," he apologizes. "It won't happen again."

"Alright."

There's an awkward moment where they just kind of stare at each other, before Felicity sighs and curls into him.

"I just don't want to lose you, you know?" Felicity explains.

"You won't lose me."

"Oliver."

"I promise," he says firmly.

She blinks up at him. "Whatever happens...we'll stay friends, won't we?"

He bends down and kisses her forehead. "Felicity, I'm really not in the market to lose anyone else that I care about."

She raises an eyebrow. "Did you just admit that you care about me?"

"No. I implied it. Obliquely."

"Progress." Felicity smiles and leans in to kiss him. "Looks like I'm not the only one getting over their fears with this arrangement."

xxx

 **What do you guys think? Is it Oliver's turn for some 'therapy'?**


	7. Chapter 7

**A/N: For those of you who thought Oliver could use some 'therapy' this one's for you! I don't own Arrow or its characters.**

The ironic thing is Oliver doesn't get dirty until _after_ patrol. It's pouring down rain by the time he gets back to the foundry, and Felicity insists that he leaves his motorcycle at Verdant and ride home with her (home, as in Felicity's home, as in the place he's been sleeping every night for the past two weeks, because he has lost all control).

He argues futilely with her (all arguments tend to be futile when it comes to her, he's realizing), before eventually surrendering, and folding himself into Felicity's little car.

"This car is stupid," he grumbles, shifting in his seat, pushing it back as far as it will go, trying to find a way to sit without his legs cramping up.

"Don't be grumpy, it's not my fault your legs are so long," she chastises calmly.

"It's not my fault your legs are so short."

Felicity whistles. "Your comebacks _suck_ tonight."

He doesn't say anything to that, because the reality is that most of his bad mood can be chalked up to sexual tension, no release, to the point where he can't even trade barbs with her without imagining her lips closing around the head of his cock.

"Oliver?" Felicity's staring at him, her brow furrowed.

"What?" he startles, yanked out of his fantasy by her hand on his shoulder.

She looks past him out the window, where her apartment building is in full view. "We're here."

"Oh." He gets out and jogs around to open the door for her (it turns out five years on an island can change a man but it can't beat out the decorum instilled in him by his parents).

She smiles gently at him, accepting his hand when she climbs out, even though they both know she's more than capable of walking in five inch heels.

There's a low rumble in his ear and a flash of light, and Oliver finds himself flinging Felicity against the Mini Cooper as a car barrels down her street, nearly clipping them as it passes.

Felicity gasps and stumbles, heels slipping on the wet pavement, and suddenly they're falling, her arms pulling him down. Oliver shifts, so he's the one to hit the wet ground first, absorbing the impact, and Felicity lands on top of him.

"Oh my god!" Felicity exclaims. "Oh my god, I'm so sorry Oliver, are you okay?"

"Yeah," he groans. "You?"

"Of course I'm okay, I'm on top of you." Felicity cringes. "I'm getting up now."

She crawls off him and Oliver pulls himself to his feet.

"Oh god," Felicity groans, looking down at her skirt, which is completely splashed with muddy rainwater.

Oliver cups the back of his head and his hand comes away streaked with mud.

"Oliver," Felicity says shakily, looking at him, "please tell me there isn't mud in my hair."

He scans her ponytail, the blond strands flecked with dirt, and shakes his head grimly.

"Oh god." Felicity shuts her eyes. "Not the hair. Please not the hair."

"It'll wash out."

"Oliver," she whines. "It took me forty-minutes to do it this morning."

"A ponytail does not take forty-five minutes," he says, guiding Felicity gently by her elbow into her building and through the open elevator doors.

"It does when your natural hair texture is set at frizz and you have to blow it out first!"

"Felicity," he says calmly, as they exit the elevator and she unlocks her front door. "You know what's great about getting dirty?"

"What?" Felicity says sullenly, dropping her keys in the little ceramic dish on a side table.

He grins at her. "We get to take a shower together."

Felicity gulps audibly. "Shower?"

"Absolutely," he says, pulling off his mud caked boots.

"But...you'll see me naked."

"I've seen you naked."

"Not like...all the way naked."

"You'll get to see me naked, too."

"Oh my god." Felicity blushes furiously. "Oliver, I don't know..."

"Felicity," he says slowly, "am I making you nervous?"

Felicity nods, her tongue darting out to lick her bottom lip.

"That's the point, right?" he says lowly, walking towards her. "Push you a little?"

"You think...I need a push?" Felicity asks, her eyes going wide.

"I think I want to see you naked. Wet and naked."

Felicity looks like she might faint. "You want to see me get wet for you?"

Jesus Christ. He's never loved her lack of a brain to mouth filter more than this moment.

"I can't believe I just said that," she groans.

Oliver grins her a feral grin and flicks her mud-streaked skirt. "You're dirty."

Felicity's eyelashes flutter. "Then you should clean me up."

 _Yes. Fuck yes_.

Felicity leads him to the bathroom and turns the water on in her shower before turning around to face him, looking equal parts nervous and excited.

He slides her glasses off and carefully folds them, placing them on the edge of the sink.

"Thank you," she says softly.

He cups her head with one hand and the other goes around her back to unzip her dress. Felicity holds her arms up patiently and Oliver lifts her dress up by the waist and pulls it over his head. She stands in front of him in a red lace bra and thong, and his pulse thrums.

"Fe-li-ci-ty."

She shivers. "I love it when you say my name like that."

He puts the soiled dress in her hamper and yanks off his shirt. Felicity's reaction is immediate; her blue eyes darken and she crosses her legs.

He gives her a little smirk as he steps out of his jeans, hands going to the waistband of his boxer briefs.

"Um, Oliver?" Felicity questions, partially hiding behind her hand. "Do I uh...look at it, or not look, or what exactly is the protocol here?"

He chuckles. "You can look."

Oliver pulls down his boxers and Felicity inhales loudly, her hands flying to her cheeks.

"Felicity," he says, trying not to laugh, "you have seen a penis before, right?"

"Yes, Oliver, I've seen a penis before," she snaps. "It's just...it's _yours_ so...mazel tov on that by the way, that means congratulations in Hebrew. Oh my god, did I just congratulate you on your cock?" she wails.

Oliver's hands find her waist. "Say that again."

Felicity's eyelashes flutter. "Cock."

His dick twitches. His hands go shakily to her bra to undo the clasp, and she slips out of it.

"Do you like that?" she asks quietly, like she's totally unaware of how much she turns him on. "You like it when I'm dirty?"

His dick stands to full attention and Felicity grins. "Why am I not surprised?"

She bends down to peel off her little lacy thong, but instead of throwing it in the hamper she presses it into his hand, so he can feel how damp the thin fabric is.

"Felicity," he growls. "Get in the shower."

She pulls the band out of her hair before stepping in, golden strands tumbling down to her shoulders. Felicity ducks under the hot water, letting out a beautiful little sigh as the water runs through her hair, before backing up against one wall to make room for him.

Oliver steps under the hot water, aware of the way Felicity is staring at him. He finds a bottle of shampoo on a shelf and opens it, pouring lavender scented gel into his hand.

"Come here," he beckons to her, where she's plastered against the shower wall, little beads of water sliding down between her breasts.

Felicity raises an eyebrow. "You want to wash my hair?"

Oliver grins. "You told me to clean you up."

She closes the gap between them and he turns her so her back is to his chest. Oliver rubs his palms together and massages them against her scalp, the pads of his fingers rubbing in little circles.

"Oh," Felicity sighs, leaning back so her ass presses against him, making him bite back a groan. "You're not so bad at this."

"You're forgetting I have a little sister. I've suffered through many games of beauty parlor."

Felicity snorts. "That is a _dor_ able."

"It's all fun and games until the scissors come out."

He tilts her head back, covering her face for her as the warm water rinses through her hair, and quickly shampoos his own, watching mud swirl down the drain.

Felicity's hand brushes past him, reaching for a bottle of conditioner and working the cream through her hair.

"Felicity," he says quietly, when she puts the bottle back down. "Are you wet?"

She stares, her eyes blinking rapidly. "I'm in the shower, Oliver. Of course I'm wet."

He steps close to her and she backs up in the little shower so she's leaning against the wall.

"I mean," he says, reaching out to cup between her legs, "here."

She shudders and looks down at her calves, which are streaked with dirt. "I'm still dirty," she whispers.

"Yep, you're a dirty girl," he says, just to watch her cheeks flush hot with color.

"Soap," she murmurs.

He grabs the bottle of body wash she's pointing at and pours some into his hands. Oliver starts at her chest, hands skimming over her collarbone and shoulders before coming down to cup her breasts in both hands.

"Oh," Felicity moans, head tilted back.

Oliver rubs his thumbs over her nipples, pulling and coaxing them into stiffness, listening to her breath speed up. One hands slides down to her stomach, feeling taut abs jump under his fingertips.

His hands leave hers to get more soap and he hears her whine at their absence. He gets down on his knees and starts at her ankles, working his hands up her legs until Felicity is squirming above him.

Oliver slides his hand under her right leg, lifting it up and placing it on the lip of the tub to give him better access to her core. He kisses her inner thigh, working his way up to the apex of her thighs.

"Oliver," Felicity gasps. "Oliver, what are you doing?"

"Increasing the stimulation," he says cheekily, and nips at her hipbone.

"Oh god," Felicity mumbles nervously. "I don't...I don't know if I'm ready for this."

"Felicity, we've been doing this for weeks," he reminds her. "You've been fine. No panic attacks."

"Except for the one I'm having right now," she says weakly.

"Hey." He looks up at her, anchoring her with a hand on her hip. "You're with me. Nothing bad's going to happen."

She bites her lip. "I could fall and crack my head open."

"I won't let you fall."

He presses a kiss low on her public bone and Felicity groans.

"Okay," she breathes. "You're right."

He grins up at her. "Did you just say-"

"Shut up," she snaps.

"Yes ma'am," Oliver murmurs, and closes his mouth around her.

Felicity lets out a little muffled shriek and he smiles into her skin. He spreads her open with his hand and leans into her, breathing her in. She smells clean, like rainwater and soap with a hint of something musky underneath.

He darts his tongue out and licks experimentally, starting at her entrance and going up to her clit.

" _Ohmygod_ ," she squeaks.

He swirls his tongue around her clit, licking and teasing the little bud. Above him Felicity moans, her eyes drifting shut. He keeps one hand firm on her hip and slides the other up to her entrance, one finger slipping inside her easily.

"You _are_ wet," he pronounces. "Good girl."

"Oh _god_ ," she moans. "That should really be condescending but...but..."

"You like it anyway," he says, and adds another finger.

"Yeah," she gasps desperately. "I...oh god, _Oliver_."

He suckles on her clit, making her cry out. He pulls it between his teeth and nibbles gently and her hips rock. His fingers speed up, sliding in and out to the rhythm of his tongue flicking her clit.

"Ah!" Felicity cries out. "Oh, oh, Oliver, _ohhhhh_."

She falls forward at the waist, hands coming down to clench around his shoulders.

"You taste good," he mumbles, heady from the scent of her, how slick she is, how hot and ready, and his dick strains, begging for its own release.

Felicity lets out a ragged sob, hips jerking frantically.

"Oliver," she starts to chant, one hand curling around his neck. "Oliver, Oliver, Oliver."

"I know," he says softly, and wraps his lips around her clit, pulling it into his mouth.

Felicity groans. "I... _ohhhh fuck_ , I'm gonna...I'm gonna..."

He curls his fingers inside her and he bites down gently on her clit, and Felicity's gone, coming with a scream and pulsing around his fingers.

He laps her clean, feeling her shudder at his tongue. When he stands up Felicity's eyes are glazed over, mouth slightly open.

She collapses against his chest, wet breasts rubbing against him.

"You...you are very talented at that," she mumbles, bending her head under the water to rinse the conditioner out of her hair.

He doesn't say anything back, just kisses the side of her neck as he turns the water off.

Oliver steps out of the shower and holds his hand out to Felicity, who gives him a dazed smile as she takes his hand. She finds a towel on the wall and wraps it around herself.

"I have another towel in the hall closet," she starts to say, and trails off when she looks down at him.

"Um, Oliver" she says meekly, cheeks flushing at his obvious erection. "You okay?"

He tries to shrug it off. "Yeah. Towel?"

"Um..." she bites her lip and he swears he gets harder. Why is that lip bite so goddamn sexy?

"Would you like some assistance with that?" she asks softly, gesturing towards his hard-on.

"I'm fine."

"You're _hard_."

"I'm aware of that," he says dryly.

Felicity corners him between her body and the sink. "What are you going to do, just walk around like that all night?"

"Felicity."

Her hands find his hips. "This doesn't have to be a one-way street, you know."

His hand finds her wrist. "That's not part of the deal."

Felicity lets out a frustrated sigh. "God, for once in your life, would you let me help you?"

He contemplates this, wondering when he turned into the kind of guy capable of turning down a blow job from a beautiful girl.

Oliver shakes his head, trying to formulate an argument. "That's not...that's not what this is about."

"Oliver," she says firmly. "Let me help you. Just this once at least."

And then her little hand wraps around his dick.

"Okay," he groans.

She smiles and tightens her fist. "Yeah?"

" _Fuck_ ," he gasps. "Yeah, definitely."

Her hand is small and soft, bright turquoise nail polish on her fingers. He stares down at it, his cock in her little hand, and has to shut his eyes so he doesn't immediately come.

"Have you ever thought about it," she whispers, her hand gliding up and down in a tight fist. "Me touching you the way you touch me?"

"Yes," he confesses, his hands gripping the edge of the sink.

"Really?" she asks brightly.

"All the fucking time," he admits.

She presses a kiss on his Bratva tattoo. "You never said anything."

"I didn't..." He sucks in a tight breath as she adds her other hand, swiveling them back and forth. "Wasn't about me. Wanted to help you."

"Oh, Oliver," she sighs, and then she's dropping to her knees on the bathmat. "I told you that you were good."

"Hmm?" he groans, shivering when she blows on the head of his cock.

"You're a good friend," she says softly. "Let me return the favor."

She puts her mouth on him.

Oliver's hands tighten on the edge of the sink. Felicity swirls her tongue around the head of his cock, and then pulls him back into her mouth, sucking just hard enough to pull a groan from his throat.

She plays with him for a while, taking him deep into her mouth and then pulling away to lick and suck, until he's panting. He lets go of the sink to bury one hand in her hair. Her mouth is hot and wet and she bobs her head, taking him deep to the back of her throat.

He's a wreck, his whole body tense, hand clenching in her hair. " _Felicity_."

She's relentless, taking him as deep as she can, hollowing out her teeth as she sucks. Her hand comes up to cup his balls and he feels it, that tingle in the base of his spine that tells him he's done for.

Oliver cups the back of her head lovingly, his other hand clenching into a fist. His eyes drift open to see her on her knees, lips wrapped around his cock like so many of his recent fantasies.

"Felicity," he warns, trying to control himself, repressing the urge to grip her hair and shove himself down her throat.

She hums, the vibration making him shiver. Then she looks up at him, innocent round blue eyes and pink lips around his dick.

"Fuck!" he hisses. "Felicity, I'm gonna come."

She doesn't stop, just sucks him harder, and he comes down the back of her throat with a groan.

Felicity wipes her mouth delicately and he pulls her up by her wrists. He gives her a bruising kiss, tasting himself on her lips.

"You...you..." he shakes his head, unable to form a sentence.

"That good, huh?" she teases.

Oliver pulls her to his chest, wrapping his arms tightly around her, forcing himself to swallow the words fighting to get out of his mouth.

 _I love you_.

xxx

 **Hope you guys liked! Don't forget to review :)**


	8. Chapter 8

**A/N: The response to this story continues to blow me away. You guys are the best! I don't own Arrow or its characters.**

This is the night.

This is the night Oliver Queen will tell Felicity Smoak that he is crazy, madly in love with her.

He's been thinking about it for days, has had three long talks with Diggle and he's decided that it's time to admit his true feelings.

It's the night of the annual Starling City Children's Gala. He's in a tux and she's wearing a strapless gown in just the right shade of blush that makes her look almost naked if he squints.

It's perfect. _She's_ perfect.

They're going to eat an expensive dinner, mingle, dance, deliver a very large check courtesy of Queen Consolidated, and then Oliver is going to hold Felicity's hand and look into her eyes and say, _I love you_.

Felicity sits next to him at their table, curved against his side with one hand on his thigh. Someone is giving a speech but Oliver can't pay attention because Felicity's hand starts inching up.

He reaches down to grip his hand in hers, and moves it back into her own lap. Undeterred, Felicity flips his palm so his hand rests on her thigh under the slit of her dress, and returns her hand to his leg.

Oliver turns and raises an eyebrow at her. Felicity winks and squeezes his thigh, sending shockwaves up to the base of his spine.

He rubs her leg, stroking his thumb along the inside of her thigh. Felicity swallows a gasp and it's his turn to smirk. He runs his fingers along the muscle, imaging the soft creamy skin under the fabric of her dress.

Felicity lets out a breathy exhale and Oliver smiles.

Then she moves her hand so that it's pressed up against where he's hard inside his pants.

Oliver snaps. His hand closes around her wrist and he wrenches her up from the table, hustling her out of the ballroom and into the first private bathroom he finds.

"Oliver, what the hell-"

"You're driving me crazy," he growls, walking Felicity back up against the sink and hauling her up on the counter.

"Me?" she scowls. "What about you?"

"What about me?"

"You! Your freaking hands all over me. You're always touching me, my shoulder or my back or my legs."

"And that's a bad thing?" He pins her, one hand on the counter next to her hips, standing in between her dangling legs. "You don't like it when I touch you?"

Felicity shivers at his tone. "It makes me crazy. I look at your hands and I...I..."

"What?" he asks urgently. "Say it."

"I _want_ you. I imagine your hands on me and I just...I go crazy."

He holds up the skirt of her dress and slowly rolls it up her legs. He takes the time to kiss her calves, lick the soft skin behind her knees. Felicity is whimpering, her knuckles turning white as she grips the edge of the sink.

"Please," she whines. "You're torturing me."

"Like you were torturing me at the table?"

Felicity gives him a delicious slow grin. "Maybe you should punish me then."

He swears, his brain short circuits. Oliver yanks up the fabric to her thighs and stares, mouth falling open.

She isn't wearing anything under her dress.

Felicity looks delighted at his reaction, smiling coyly and tilting her hips up.

"Are you fucking kidding me?" he demands.

She shrugs lightly. "I couldn't wear anything under, the dress is too tight."

His hands find her hips and he pulls so she's flush up against him, her bare ass on the edge of the sink.

"Maybe I shouldn't touch you," he says roughly. "Maybe I should just look at you."

Felicity blinks, looking panicked. "What? _No_."

He grins, curving his hands around her hipbones. "No?"

"That's a unfair punishment," she says edgily. "I didn't do anything that bad."

"True," he says lightly, bringing his hands down to the insides of her thighs.

"Besides," Felicity says, squirming under his touch. "Don't you like it when I touch you?"

"Yes," he says seriously. "That is a fair point."

"Enough with the games, then," she snaps, and pulls his hand to cup her between her legs.

Oliver feels a wave of pride. "There's no way you would have done this three weeks ago."

"What?" She sighs when he finds her clit.

"Asked me to touch you like that."

"I didn't know what I was missing out on." She pushes her hips against his hand to emphasis her point.

"And now?" He bends to kiss her throat. There's a little spot on the side of her neck that makes her go crazy.

"Now I can't get enough," she groans, and pulls his head up to kiss him.

Oliver coaxes her lips open with his tongue, tasting waxy lipstick and sweet wine. Felicity cries into his mouth and he drinks her up, stroking her gently as she winds her legs around him.

"You feel so good," she slurs, one hand walking down his chest. "I think about it all the time."

"Really?" he asks, and slides two fingers inside her.

"Uh-huh. Yeah. _Yeah_."

"You think about this all day when you're supposed to be coding? My fingers inside you?"

"Yes, you narcissistic, I think about you all the time," she moans.

"No need for name calling." He twists his fingers and Felicity gasps, her hand reaching out to clutch his belt. "I think about you too."

"You better," she moans.

"Hey, you're my girl Wednesday. No, Friday. Damn, I always screw that line up."

"You called me your girl again."

"You like it."

She nods rapidly, swiveling her hips. Her hands start to unbuckle her belt.

"What are you doing?"

"Don't worry about it."

She unzips his pants, reaching in to find him hard and straining for her. Felicity smiles. "You've been holding out on me."

"We said..." Oliver groans when she grips him. "It was...just a one-off."

"I want to do it again."

"I'm not...this is getting out of control." He grits his teeth when her thumb rubs the head of his cock.

"I don't care." Felicity licks her palm and brings it back to grip him tight, and suddenly Oliver doesn't care either. "Let me have my fun."

"'Kay," he mumbles, shaking his head to clear it.

He brings his thumb up to her clit. Felicity reacts instantly, a ragged cry leaving her mouth as she leans into him, pressing her forehead into his chest.

"Oliver," she whispers, her hand moving in a firm rhythm.

He brings his free hand up to cup the back of her head. "Felicity."

"Oh," she cries softly, her left hand clutching his waist.

"You gonna come?" he murmurs. "You gonna come for me?"

"Oh _god_ ," she chokes out. "Oliver!"

Her hand tightens around him and he hisses, pushing up into her fist. He curls his fingers inside her and strokes, finding the spot that sends her over the edge, because he's not going to last, and he'll be damned if he comes first.

" _Oh_ ," she moans loudly, her back arching.

"Come on," he says hotly, clutching her hair and struggling not to give in to his own release. "Come for me. So fucking hot when you come."

" _Oh, god_." Felicity's head falls back and he grips her waist, keeping her close to him.

Her hand is speeding up, working him frantically as she starts to shudder.

" _Oliver_ ," she moans loudly, eyes squeezed shut. "Oh oh oh oh oh-"

Oliver has to slap his free hand over her mouth to muffle her shrieks as she comes. Felicity collapses against his chest, panting and gasping for breath.

Oliver groans and spills over her fist.

He bends down to hide his face in her neck while he recovers. Felicity is breathing heavily, reaching out with one hand to wipe him off with a paper towel.

When he lifts his head back up Felicity is looking at him with those big blue eyes and he thinks, _this is it_.

This is the moment he says it. Tells he every time he pushed her away to protect her was a mistake; that he was a moron for trying to convince he could do anything, be anything, without her by his side.

But then Oliver really looks at her (small and soft and _fragile_ ) and he sees all the ways he can break her. How badly he could screw this up (leave her, betray her, hurt her).

He just can't do it. She's better off without him.

He doesn't trust himself. Not when it comes to her.

"Hey," Felicity whispers. "What's wrong?"

"Nothing," he says quickly.

She bites her lip. "Are you sure? Was that not...did I do something wrong?"

Felicity looks worried and _vulnerable_. He hates himself.

"Hey, no, no, of course not." He pulls her close and kisses the top of her head.

"You were making the face," she mumbles, hiding in his shoulder.

"What face?"

"The broody face."

"I'm sorry." He brushes her hair back and hooks a finger under her chin, forcing her head up. "Sometimes I think the only times I'm not broody are when I'm with you."

Felicity softens and kisses him lightly. "You can be broody around me. I'll still like you."

He laughs shortly, something tightening in his chest. "I don't deserve you, you know."

Something dark flicks across her face. "I wish you wouldn't say that."

"It's true."

"It's not true," she argues, suddenly hopping down and fixing her dress. "And it really hurts my feelings when you say that."

"Felicity-"

"No, Oliver. I know you have...self-worth issues, and survivors guilt, and are basically a psychologist's wet dream, but if you can't get past the simple idea that you're not totally _worthless,_ that maybe, just _maybe_ , you deserve more than a cold basement and a quiver full of arrows, then I don't know what to do."

"Felicity, please."

"I'm sorry, Oliver," she whispers. "God, I'm so stupid! I keep thinking that you'll change your mind. That you'll tell me you were wrong, and beg me to give you a chance. But that'll never happen."

"How do you know that?" he asks quietly, so ashamed he can't look at her.

"Because I see the way you look at me," Felicity says, sounding close to tears. "And I see the way all your walls go up when it happens. Like you caught yourself doing something wrong. Like _loving me_ is wrong."

He reaches for her and she slips out of his grasp, one hand on the door.

"You're right," she says quietly. "This got out of control. If we don't stop now we both know someone's going to get hurt, and it's going to be me."

"Felicity, _please_."

"Please what? Please don't tell you to stop? Please, you love me? What?"

His mouth opens and nothing comes out, because she's right. She's right about all of it.

"Yeah," Felicity sneers. "That's what I thought."

The door slams loudly when she leaves.

xxx

 **What do you guys think? Can they recover from this? Don't forget to leave a review :)**


	9. Chapter 9

**A/N: Hi! Sorry the updates have been a bit slower than usual; life got in in the way. Fair warning, this chapter is pretty angst-y. Just remember: sometimes things have to get worse before they get better. And I promise they will get better :)**

 **I don't own Arrow or its characters.**

Oliver and Felicity tiptoe around each other for a few days after she breaks things off. She's polite as ever, showing up at the foundry each night like nothing has changed.

Things _have_ changed. She doesn't really talk to him anymore, choosing to latch onto Dig and Roy instead, making him feel like an outsider in his own lair.

Felicity doesn't let him touch her anymore. She doesn't make a big deal out of it but she carefully steps out of his grasp when he tries to touch her shoulder or her wrist.

There's always at least three feet of space between them now, Felicity makes sure of that.

It hurts but Oliver understands.

He hurt her by trying to keep her at arms length so he wouldn't hurt her. He doesn't deserve to breathe the same air as her.

He doesn't deserve anything.

xxx

He's working on a new kind of arrow, messing around with the design while Diggle and Roy train on the mats, when Felicity sidles up to him.

"Looks good," she says softly.

"Thanks," he murmurs, carefully pointing the arrow away from her and laying it down on the table.

"Do you have a minute?" she asks, pulling her bottom lip in between her teeth.

"For you?" He tries to smile but can't really figure out how. "Always."

Felicity gives him a sad smile that breaks his heart. "I...um, I can't come in tomorrow. I need the night off."

"Why?" he asks, frowning. "What's wrong?"

"I have a date," she says quietly.

"You have a _what_?" he growls, making Felicity back away from him.

"I'm sorry, I know the timing is terrible," she says, looking alarmed at his reaction. "But he's a nice guy and I already did a background check on him and it came back clean, and it's not like anyone _else_ wants to take me on a date."

"You said yes?" he asks numbly.

"Yeah," she says softly. "I did."

"Fine," he mutters, ignoring the tightening in his chest. "Take off tomorrow night, all week, whatever. Doesn't matter."

"It doesn't _matter_?" Felicity echoes icily. "Really? So you don't care?"

"You already said yes."

" _Oliver_."

He risks looking at her and then wishes he hadn't, because Felicity looks on the verge of tears.

"Tell me not to go," she says. "Tell me and I won't."

He blinks. "No one tells you what to do, Felicity."

She huffs impatiently. "You could ask me not to go."

"I won't do that."

"Why not?"

"You wanted to go or you would have said no." He turns away from her and picks up his arrow. "Enjoy your date."

" _Fine_ ," he hears her say scathingly. "I will."

She doesn't say goodbye but the clack of her heels on the stairs echo through the foundry.

"Dude," Roy says. "You're a moron."

"Excuse me?"

"She wanted you to tell her not to go."

"That's not what it sounded like," Oliver grumbles.

"She was testing you."

His head jerks up. "What?"

"Oh my god," Roy laughs. "And they hold _you_ up as the paramour of mankind."

"Paramour?" Oliver raises an eyebrow.

"What?" Roy says defensively. "Just 'cus I didn't go to private school doesn't mean I don't know anything."

xxx

Oliver decides to give everyone the night off, because without Felicity they're severely limited. Dig hasn't been home to put Sara to bed in almost a week and Roy wants to take Thea to some margarita bar she won't shut up about out.

So Oliver stays in the foundry, alone, because everyone else has a life, a real life, outside of the Arrow.

He rolls his shoulders and punches the dummy again, reminding himself that this is real life.

Here, alone.

Then Felicity's words come back to him. _Maybe, just maybe, you deserve more than a cold basement and a quiver full of arrows_.

Oliver steps away from the dummy and rips the tape off his knuckles.

He tries not to think about Felicity. What she ate for dinner, how much she's had to drink. If the guy she's with makes her laugh. If she'll go home with him.

That leads him to think about Felicity screwing a stranger, which makes him want to pick up her precious computer babies and smash them over her desk.

His phone rings.

To his surprise it's almost midnight already. He had no idea how much time he had lost all night down in the lonely basement of Verdant, all alone.

Felicity's number flashes on the screen.

Oliver picks up immediately, thinking the worst. That the guy was an asshole, that she's hurt, that she's afraid. That she needs him.

"Felicity?"

"Oli-Oliver?"

"Yeah, it's me. You okay?"

"Uh-huh. Yeah. I'm pretty drunk," she admits.

"Where's your date?" he asks, trying so hard not to sound mean, like he gives a damn where the guy is and why Felicity is calling him, now, sounding like she's shit faced.

"Gone," she mumbles into the phone. "Where all the men go. Gone into the void."

"What do you mean, gone?"

"Doesn't matter," she slurs. "You all leave, anyway."

"What's wrong? Where are you?"

"Nothing's wrong. I don't need you to swoop in with your pretty face and your ridiculous body and rescue me, Oliver."

"Felicity, you're drunk and you're alone, where are you?"

She sighs into the phone. "Bar 7. It's on-"

"Wilshire and Seventh. Stay there, I'm on my way."

xxx

Oliver parks his Ducati on Seventh Avenue and walks through the black doors of Bar 7. He instantly enters a crush of young twenty-somethings in tight dresses and button downs. He has to push through them, head swiveling around to look for a petite blond.

He finally spots Felicity sitting at the bar by the far wall. She's slumped over a stool, head resting on her folded arms. Her little black cocktail dress is riding up her thighs and random strands of hair are falling out of her bun.

She looks beautiful, and sad. He wants to kill the guy who left her here, like this.

"Oliver!" Her head perks up when she sees him make his way to her. She isn't wearing her glasses and her eyeliner is smudged.

"Hey," he says softly, hand light on her elbow. "You okay?"

"I'm fine," she insists. "But Oliver. _He_ ," she glares pointedly at the bartender, "won't let me drink anymore."

"Sorry man," the skinny guy behind the bar says, with a crazed look in his eye that comes from fielding so many drunk demands from strangers. "Thought she'd had enough when she fell off the stool."

"You _what_?" he yells, turning to Felicity. "How drunk are you right now?"

Felicity _kicks_ him, like a toddler. "Lay off me, I'm having a bad night. I'm not Laurel, you don't have to freak out 'cus I had a few too many."

Oliver runs a hand through his short hair, biting back the kind of lecture he usually reserves for Thea when she does something impulsive and irresponsible. "Are you hurt?"

"I'm _fine_ ," Felicity drawls. "F-I-N-E, got it buddy? I'm not your freaking damsel to rescue."

"Christ," Oliver mutters, turning back to the bartender. "Does she have a tab open?"

The bartender grins and Oliver surrenders his credit card. Felicity pitches towards him and presses her head into his stomach, her arms going around his waist. One of his hand drops down to her head, petting her hair.

Even when she's drunk and belligerent Felicity is adorable.

"Sorry I kicked you," she murmurs.

"It's okay."

"I miss you," she sniffs quietly, making his hand clench in her hair.

"I'm right here," he says quietly, signing the credit card statement and pocketing his wallet.

Felicity looks up at him and her pretty blue eyes fill with tears. "I still miss you."

He sighs and kisses the top of her head. "Come on. I'll take you home."

xxx

Oliver follows Felicity inside her apartment, watching her stumble to the couch and collapse facedown on the cushions. He goes into her kitchen and finds glasses in a cabinet. He fills one up with water from the filter in the fridge door and brings it to the living room.

"Hey." He nudges her. "Drink this."

Felicity opens one eye and squints. "What're you doing here?"

"Taking care of you."

That's clearly the wrong answer because Felicity's eyes flash and she sits up. "You're not my boyfriend, you don't have to take care of me."

Oliver sets the glass down on the coffee table. "I'm your friend."

"Lucky me," she says dully, rubbing her eyes, which only smears her eyeliner more.

"Felicity, what happened tonight?"

"Nothing."

He raises an eyebrow. "Want to try that again?"

She leans against the back of the couch, crossing her arms. "No."

"What happened on your date?"

" _Nothing_."

"Something happened," he pushes.

"What do you care?" she snarls. "You're the one that told me to go!"

"Which was obviously a mistake," he mutters.

"No shit, Sherlock."

"Look, I get that you're mad at me, or disappointed. It's fine, I understand, and if you want me to go, I will. But I'd really like to know that you're okay first."

Felicity snorts. "Am I okay? Well, let's see, shall we? I went on a lovely date tonight. He was charming, he had hair that does that swoop thing, you know? And his _hands_. Nice hands."

"Okay, I get it," he says gruffly. "Good for you."

"No, not good for me," she snaps. "He asked me out again and I told him no."

Oliver blinks. "Why?"

"Why do you think?"

"I honestly have no idea."

"Because he wasn't you."

"Felicity." Oliver reaches for her but she backs away, burrowing into the couch.

"Don't," she says angrily. "It's not fair. It's not _fair_ , Oliver! Because while I was with him, all I could think of was that he won't touch me the way you touch me, and he won't look at me the way you look at me, and he'll never say my name the way you say it."

Felicity covers her face and bursts into tears.

"Felicity," he whispers, reaching out to touch her knee. "Hey, look at me."

She lifts her head, tears streaming down her face and cutting him like acid.

"I love you," she sobs. "And you love me. Why can't you say it?"

Oliver feels himself pale. "I just...please, Felicity, don't."

"Say it! Say it, you coward!"

"I can't!" he yells, stumbling back away from her. "I can't, okay?"

Felicity jumps up from the couch. "Why not?" she yells back. "You feel it. I _know_ you feel it."

"Because if I say it then it's real!"

She flinches like she's been slapped. "You don't want us to be real?"

"If you and I, we're officially together, and something happened to you...I can't lose you, okay? Maybe that's selfish but I won't do it. I won't lose you."

"Don't you get it, you moron?" she screams. "You're already losing me!"

"Don't say that," he pleads.

"Just go," she cries. "I don't want you here anymore."

"Felicity please, just talk to me-"

"No! I am _done_ , Oliver! If you want me, if you _love_ me, then _take_ me. I'm right here. Otherwise you can get the hell out of my apartment!"

"It's not that simple," he argues weakly.

Felicity blazes with anger, and even like this, drunk and crying, she's so beautiful he's almost dazed by it.

She pushes him lightly, so he stumbles back towards her door. "It should be."

xxx

 **Everyone still with me? Hang in there, the next chapter will be much more Olicity-friendly! Please remember to leave a review! I love hearing what you think :)**


	10. Chapter 10

**A/N: Here we are guys-the final chapter! When I started this fic I had no idea it would turn out to be so long! Thank you to everyone who reviewed/followed/favorited-you guys are the best, and make me feel so inspired and loved :) And now, please enjoy some Olicity goodness-you've earned it!**

 **I do not own Arrow or its characters.**

Oliver comes back the next morning, pounding on Felicity's front door insistently. He was up all night, going over every angry word Felicity hurled at him, agonizing over how to fix this.

How to fix them. He won't lose her. He can't lose her.

Oliver is prepared to grovel, to wait outside her door for hours if that's what it takes, to get her to forgive him.

He knocks on her door again.

"For the love of god, what?" Felicity yells as she opens the door, her eyes going wide when she sees him. "Oh. _You_."

Her hair is wet from a shower and she's wearing an oversized MIT shirt that hangs to her bare thighs. Felicity narrows her eyes at him, focusing on the cardboard cup in his hand.

"Can I come in?" He holds the cup out to her. "Dark roast, cream and three Splendas."

"I'm not forgiving you just because you know how I take my coffee," she grumbles, but the door opens wider to let him in.

He follows Felicity to the couch, where she curls up in a corner, clutching the coffee to her chest.

"Can I?" Oliver gestures to the couch and she gives him a cool shrug, which is better than an outright no.

He sits on the other end, watching her pick at the cardboard sleeve of the coffee cup. Her nail polish is dark grey and chipped. It makes him feel sad.

"How are you feeling?" he asks quietly.

"Hungover. Gross."

"You don't look gross," he tells her.

"Yes I do. I woke up with my eyes practically swollen shut from falling asleep crying. Then I puked in the shower, that was fun."

"Sounds like a shitty morning."

"Pretty much."

They both look down at their laps and Oliver rubs his eyes.

"I'm sorry about last night," he says. "You were right."

"About what?"

He swallows dryly. "All of it."

Felicity blinks. "What do you mean?"

"I love you," he says hoarsely.

"Wh-what?" she asks, her eyes going wide.

"I love you," he says again. "You're right. We love each other. And that scares the hell out of me."

"You, scared?" she says wryly.

"Lots of things scare me," he admits quietly.

Felicity's hand suddenly finds his and he looks up in surprise.

"Like what?" she asks softly.

"Losing you. Any of you, Diggle, Roy, Thea...but especially you. I kept telling myself that as long as I kept you at arms length you couldn't get hurt, and it made me feel like I had some control. Like I could protect you that way."

"Oliver, whether you and I are together or not doesn't give you some magical control over what happens to me."

"I know that," he says quickly. "Its just-I've already lost so much. And if I let this happen, you and me, and something happened to you. I couldn't...I'm sorry, I know that's selfish, but it would _kill_ me."

"Hey," she says, putting the coffee down on the table and scooting closer to him. "Nothing's going to happen to me."

"You don't know that."

"Oliver." Her hands go around his neck, forcing him to look at her. "You can't live like this. Yes, bad things happen sometimes. But good things happen too. You just have to let them in."

He shakes his head. "I don't think I know how to do that."

Felicity's lips curve up in a smile. "Let me help you, then."

She kisses him, all soft lips and the faint taste of toothpaste. He finds her waist, pulling her into his lap. He's shaking, nervous exhaustion and desire warring inside him.

"I'm sorry," he whispers, dropping his head to her shoulder. "I'm sorry I hurt you."

"Yeah, you can be an ass sometimes," Felicity agrees, her fingers carding through his hair.

"I'm working on that," he says, turning his head to kiss her neck.

Felicity yawns and drops her cheek to the top of his head. "You get any sleep last night?"

"No."

"I didn't get much either. Want to take a nap?"

He looks up hopefully at her. "Can we sleep in your bed?"

"You like my bed, huh?"

He noses her cheek. "With you in it."

Felicity stands up from the couch and takes his hand in hers. Oliver follows her to her bedroom, watching as she pulls back the comforter.

"Come on," she says, reaching out to him.

He pulls his shirt over his head and kicks off his jeans. Oliver crawls into her bed, laying back against the purple sheets he's grown to love.

"Felicity," he says again, his voice close to breaking.

She curls on her side and pulls him so she's nestled with her back to his chest and his arm around her stomach.

"It's okay," she says soothingly. "I know."

He blinks heavily, so tired, the familiar comfort of her bed helping him relax against her.

"Shouldn't we talk," he mumbles. "About us?"

"Later," she murmurs. "Sleep."

So he does.

xxx

Oliver wakes up a few hours later to the feel of Felicity's ass pressed up against his groin. Her hair hangs over her face so he can't tell if she's still asleep but she's not moving, making little sleepy sighs with every exhale.

He spreads the hand on her stomach, finding her hipbone and stroking. She doesn't move so he continues, drawing little patterns on her soft skin, reveling in the miracle of Felicity Smoak, all soft golden skin and hair.

All his. His to love, his to touch, his to tease and work and play with.

A few hours ago Oliver told Felicity he loves her and _nothing bad happened_. She just smiled and kissed him and took him to her bed.

One day he's going to marry his woman.

If Oliver can convince her that he's not a total fuck up. Which might take some serious work but he's ready for that.

He's ready for her.

His hand slides lower on her stomach and he hears her let out a breathy little sigh. He slides his hand a little lower until he reaches the hem of her underwear. She shifts back into him, just a little but enough to make his dick harden in his boxer briefs.

Oliver traces the line of her underwear again, leaning forward to kiss her earlobe.

"I know you're awake."

Felicity arches back in response, grinding into him.

"Fe-li-ci-ty." He creeps his fingers under the waistband and she inhales sharply.

"You got me," she murmurs.

He slides his hand lower to cup her. "It seems like I do."

Felicity rolls suddenly, flipping over to face him, his hand getting trapped between her thighs.

"Hi," she murmurs, nuzzling her head into his chest.

"Sleep okay?"

"Mm." She kisses his chest and looks up at him. He can see faint traces of red around her eyes from last night when she was crying.

"I'm sorry," Oliver says again.

"For which part?" she says quietly, her fingertips curling around his ribs.

"Making you cry. Being an idiot. All of it, I guess."

Felicity nods. "It's not nice to make girls cry."

He strokes her thigh. "Maybe I can make it up to you."

"Then I guess it's your move, Queen."

Oliver flips them, making her gasp, so she's flat on her back and he's hovering over her. Her tongue darts out to wet her lips and he growls, nudging her legs apart with one knee.

He settles in between her legs, cradled by her hips, and lowers himself down on his forearms. Felicity tilts her hips up and her core comes in contact with him, making her cry out.

Oliver dives forward, capturing her mouth in a searing kiss. Felicity kisses him back with just as much passion, rolling her hips under him and biting his bottom lip. His hand finds the hem of her shirt and he pulls it up, helping Felicity sit up to pull it over her head before pushing her back down to capture a rosy breast in his mouth.

She moans, her hand wrapping tightly around his neck as he pulls her nipple into his mouth, sucking until it pebbles. He switches sides, giving the other one the same treatment until Felicity starts moaning louder, pushing down on his hips so she can grind her core into him.

Oliver lifts his hips up to roll down her panties, and looks down at her, glistening and dusky pink. He dips one finger inside her to feel and she's so wet, so ready that he shudders, planting kisses on her belly as she writhes and gasps under him.

"Oliver," she says edgily. "Tell me you have a condom."

He stares at her, his brain freezing at her words. "In my wallet." 

"Get it," she demands.

He nods numbly and jumps off the bed, pulling out his wallet from the back pocket of his jeans and fishing out the condom. Felicity scoots back, sitting up, and he peels off his boxers before joining her again on the bed.

She holds her hand out silently and he hands her the condom, leaning back against the headboard. He grasps his dick and strokes lazily, hand in a loose hold as she rips open the packet. Felicity turns and then she's hovering over him, her knees bracketing his hips as she straddles him and rolls down the condom.

Oliver's hands find her waist as she lines them up, looking at him with such open vulnerability that something deep in his heart cracks.

"Hey, hey, wait," he murmurs, sliding one hand up to cup her cheek.

"What?" Felicity asks, looking kind of panicked that he stopped her.

"I love you," he says fervently, and she softens instantly, leaning down to press her forehead to his.

"I love you too," she says softly, and sinks down on him.

They both freeze, staring at each other, this strange sensation of, _oh it's_ you, flooding his chest.

"Hi," he whispers, reaching up to stroke her hair.

"Hi," she says, a slow sly smile spreading across her face. "I can't believe this is finally happening."

He nods. "Took us a while to get here."

"Yeah," she says, and rolls her hips, and they both groan.

She does it again, finding a slow steady rhythm that makes his veins burn. Felicity's tight and hot and it's just like when he kissed her that first night, that overwhelming sensation of perfection, that right here, right now, with her, is everything he could over need.

"Ohhh," Felicity moans, tilting her head back and resting her hands lightly on his shoulders. "You feel so good."

"Mm, you too."

She takes him deeper and Oliver grits his teeth, his hands tightening on her hips.

The thing is, Oliver always imagined that when he and Felicity finally had sex, it would be frantic, all that pent up sexual frustration exploding in a fast explosion of desire. But this - this is _so_ much better.

It's relaxed, and calm, and _fun_. Felicity has a beautiful lazy smile spread across her face as she rides him, her breasts tantalizing him as they bounce. There's no rush, no battling of emotions.

It's just the two of them, and their intense connection, the way Oliver feels it deep in his gut when she gasps, her nails pressing into his skin. He plants his feet flat on the mattress to thrust up harder, determined to see this out, to make her come until she doesn't know her own name.

"Oh god," Felicity cries. "Keep doing that."

He keeps up a steady rhythm, hitting her in the same spot over and over, listening to the little cries she makes get louder.

"Oliver," she whimpers, her fingers digging into his shoulders. Her eyes are squeezed shut and he wants to see her, wants him to be what she sees when he makes her come apart at the seams.

"Look at me," he demands hoarsely. "Felicity."

Her eyes fly open to reveal blown pupils and she leans down so their noses almost touch. Her hips move frantically in the rhythm he sets for her, the look on her face almost painful.

"Oh god," she gasps sharply. "Oh, oh, _ohhhh_."

"Come on," he says heatedly. "Want to watch you come."

"Ah!" She clenches around him as he pounds into her. "Oliver, Oliver, don't stop, please don't stop."

"I won't," he grits out.

"Please, please, please," she keens, slamming her hips down and crying out. "Please, I need you."

"Let go baby," he murmurs, talking her through it, sneaking one hand up to her clit and rubbing. "You're right there, let it happen."

"Oh god don't stop," she starts to babble. "Don't stop don't stop, oh fuck, _fuck_ Oliver, fuck me _ah ahh_ -"

Felicity screams and goes rigid in his arms and he pounds up into her, listening to her ragged sobs as she shudders, arms winding tightly around his neck.

Oliver rolls them so she's on her back and she stares up at him with a look of absolute wonder.

"Oh my - oh my god," she says, and then she's laughing, a beautiful rosy flush spreading across her cheeks.

"What are you laughing at?" he says with a grin, sliding back home inside her.

"Ohhh," she sighs, her hands bracing on his hips. "That was amazing."

"You're amazing."

"You already got me in bed, you don't have to sweet talk me."

"I have no idea what you're talking about."

Oliver dips his head to her neck, sucking on her tender skin until it starts to bruise. Felicity tightens under him, her breathing picking back up so he speeds up his pace.

"Are you trying to break a record?" she pants, her hands tightening on his hips.

"Maybe."

"Oh," she says faintly. "Alright then."

Oliver brings his hands to her thighs and pushes her knees up towards her chest. Felicity cries out sharply as the change in angle allows him to go deeper. She's so tight and slick and he groans, dropping his head to her breast as he starts to pound into her.

"Shit," he hisses, feeling her clench down on him.

"You're gonna make me come again," she whimpers, her hips rising to meet him.

"You can come with me this time," he says, and he swears her eyes roll back in her head.

"Oliver," Felicity cries, her hand clenching rhythmically.

"I love you," he says thickly, feeling the base of his spine tingle.

"You too," she groans. "Oliver!"

Felicity arches dramatically and he has to reach out to cup the back of her head to keep it from slamming into the headboard. She wails and her hips buck widely under him, and Oliver comes with a groan.

He rolls to the side and pulls Felicity to him. She plants her palm on his chest right over his heart and looks up at him.

"I love you," she whispers, her hand reaching up to find his hand still cradling the back of her head like its a vase.

He laces his fingers through hers. "I love you too."

Felicity snuggles into him and he holds her close, breathing her in, his throat tightening.

"You okay?" she whispers, because she knows, she always knows.

"I missed you too," he admits.

She smiles gently, giving his words back to him. "I'm right here."

He brings down their clasped hands so they rest on her heart. "I'm starting to think I've been missing you my whole life."

"Oliver."

"Look, I know I messed things up between us. I totally understand if you're still angry or you don't trust me, but Felicity, I...I..."

"What?" she asks softly. "What is it?"

"I want to be with you," he says. "I want to work with you every night and I want to fall asleep holding you. I want to be the only one who makes you smile like this."

She beams at him. "It kind of sounds like you're asking me to be your girlfriend."

"I guess I kind of am."

"Well," Felicity muses. "Are you going to freak out and push me away again?"

"No," he says immediately.

"Are you sure?" she asks, a crack of vulnerability peeking through.

"Felicity," he says seriously, "I've never been so sure of anything in my life."

She laughs and shakes her head. "You're such an idiot."

He grins. "But I'm your idiot."

"Lucky me," she jokes.

"You can be the brains of the operation," he says affectionately.

She giggles. "I already am."

He sighs happily. "Yeah, that's my girl."

"Yours." Felicity's eyes light up. "I like the sound of that." 

_The End_.  
xxx 

**A/N: Happy with the ending? Leave a review and let me know!**


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